California Corporate & Securities Law

AB 979 would require publicly held corporations with their principal executive offices in California to have minimum number of directors from underrepresented communities. If Governor Newsom signs the bill into law, corporations that attempt to...

In 2018, California enacted SB 1235 (2018 Cal. Stats. ch. 1011) requiring providers of commercial financing to disclose certain information to the businesses seeking financing. The Commissioner of Business Oversight last week proposed rules...

The federal proxy rules, with certain exceptions, apply to solicitations of proxies with respect to securities registered under Section 12 of the Securities and Exchange Act of 1934. Very few California corporations, however, need concern themselves...

Nine years ago, I wrote about various provisions of the California Corporations Code concerning unincorporated associations.  See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First.  Yesterday, a...

In the wake of the U.S. Supreme Court's decision in Cyan Inc. v. Beaver Co. Employees Retirement Fund, 138 S. Ct. 1061 (2018) and the Delaware Supreme Court's subsequent holding Salzberg v. Sciabacucchi, 227 A.3d 102 (2020), many Delaware...

For most of the 20th Century, the state agency charged with the administration and enforcement of California's securities laws was known as the Department of Corporations. In 2012, then Governor Jerry Brown proposed a plan of reorganization, which I...

Professor Jill E. Fisch at the University of Pennsylvania has recently released a working paper in which she examines the shareholder agreements and argues that that courts should limit their enforcement to those situations that are exclusively...

The California legislature went into recess on Tuesday until adjournment sine die at midnight on November 30.  Cal. Const. Art. IV, § 3, Joint Rule 51(b).  Under the Constitution no bill may be passed by either house on or after September 1 of an...

Out of Exodus?