California Corporate & Securities Law

In 2018, the California legislature enacted SB 1235 (Chapter 1011, Statutes of 2018). This legislation requires that lenders make disclosures to borrowers in a "commercial financing" (as defined). SB 1235 requires the Department of Business...

What, if any, is the standing of a corporation in a derivative action?  Until this month, that question was yet to be addressed by the Nevada Supreme Court.  We now have an answer.

California Government Code Section 6700 lists the following days as "holidays in this state":

Is someone who predicts a future stock market crash and advises reallocating investments to precious metals or real estate an investment adviser?  A recent complaint filed the Commodity Futures Trading Commission, California and 29 other states takes...

Yesterday's big news at the Securities and Exchange Commission was a proposed exemptive order for finders. The question of whether issuers can compensate anyone other than a registered broker for finding investors has bedeviled attorneys and their...

Corporations do not enjoy all the rights of citizenship, but in some cases a corporation's citizenship can be important.  For example, the diversity jurisdiction of the federal courts depends upon establishing two facts.  First, that the amount in...

In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor  J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs." 2020 Del. Ch. LEXIS 264. He notes...

Suppose you had a ne'er-do-well family member with whom you have not spoken in years. Suppose further that your family member has a minority interest in a restaurant and that you happen to be a vice president of an unrelated restaurant company....

Seven years ago, I posited that forum selection clauses that specify the Delaware Court of Chancery were susceptible to being challenged as impermissible waivers of the right to a jury trial under California's Constitution (emphasis added):