California Corporate & Securities Law

In the high and far-off times, physical delivery was the only option of providing documents to the other side. Before copy machines, an agreement would be written and then rewritten on the same page. The two copies would be separated by cutting them...

When the Securities and Exchange Commission proposed to adopt a rule a rule requiring issuers to report day-to-day share repurchase data once a quarter and to disclose the reason why the issuer repurchased shares of its own stock, I submitted a ...

California's Uniform Partnership Act of 1994 provides that a partner has a duty to refrain from competing with the partnership in the conduct of the partnership business "before the dissolution of the partnership". Cal. Corp. Code § 16404(b)(3)....

Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that directors may not vote by...

The California Nonprofit Mutual Benefit Corporation Law contemplates three different methods for members to take action: at a meeting, by ballot, and by unanimous written consent. Cal. Corp. Code §§ 7512(a), 7513 & 7516. Although the California...

Under the California General Corporation Law, a board of directors can take action in two different ways - at a meeting or by unanimous written consent.  See Cal. Corp. Code § 307.  Over a decade ago, I posed the question of whether a director could...

More than a decade ago, I remarked on the ahistoricity of California's adoption of English common law despite the fact that it had never been a colony of England.* Yesterday, the California Court of Appeal applied English common law to decide a...

California's anti-SLAPP statute provides that a special motion to strike may be filed against "[a] cause of action against a person arising from any act of that person in furtherance of the person’s right of petition or free speech under the United...

In a state that classifies clams, crabs and bumblebees as "fish", the ruling in BioCorRx, Inc. v. VDM Biochemicals, Inc., Case No. G061535 (Oct. 23, 2023) should come as no surprise. The issue in the case was th "commercial speech" exception to...