California Corporate & Securities Law

When a corporation makes a gift, it is handing out money that belongs to the shareholders.  Therefore, it should come as no surprise that shareholders may sometimes object to corporate largess at their expense.  In this posting from six years ago, I...

The California Corporate Securities law requires qualification of three categories of transactions: issuer, recapitalization/reorganization transaction, and nonissuer. Cal. Corp. Code §§ 25110, 25120 & 25130. The second category includes "any change...

"Let every eye negotiate for itselfAnd Trust no Agent;"

California's limited offering exemption (Cal. Corp. Code § 25102(f)) requires an issuer to file a notice of transaction with the Department of Business Oversight with 15 calendar days after the first first sale of the security in California. 10 CCR...

The closing of a business transaction often depends upon a timely filing with the California Secretary of State's Business Programs Division.  Therefore, I was very pleased to see that the Secretary of State's office today will be resuming 24-hour ...

California's state government is generally organized into three coequal branches - the legislative, executive and judicial. The legislature has the power to make laws and the executive has the responsibility to execute those laws. The legislature...

California courts generally will apply Section 187 of the Restatement Second of Conflicts of Laws when deciding choice of law questions.  Nedlloyd Lines B.V. v. Superior Court, 3 Cal. 4th 459, 465 (1992). Until now, it hasn't been known whether a...

Section 78.7502 of Nevada Revised Statutes broadly authorizes, but does not require, a corporation to indemnify its directors, officers, employees or agents. NRS 78.751 requires the corporation to indemnify directors, officers, employees or agents...

In a recent study, William J. Moon at the University of Maryland School of Law tackles the question of "Delaware's surprising weakness competing in the emerging international market for corporate law". He finds that less than 5% of Chinese companies...