California Corporate & Securities Law

This monument is at the site of the Old North Bridge in Concord, Massachusetts.  Ralph Waldo Emerson, who lived just down the road, immortalized the battle in his Concord Hymn:

In 2018, the California legislature enacted SB 826 (Jackson) which imposed gender quotas on corporate boards of directors of "publicly held corporations".  See California Enacts Novel Female Board Quota Legislation. The constitutionality of that...

Are shares of a corporation owned by its subsidiary entitled to vote? The answer depends, in part, on what constitutes a subsidiary. California Corporations Code Section 703(b) provides a succinct answer: "Shares of a corporation owned by its...

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...