California Corporate & Securities Law

Docqnet is the California Department of Business Oversight's online portal for making securities and franchise filings. The public may also search and access copies of these filings on the portal. This convenient public access will be ending soon,...

A recent decision by U.S. District Judge Paul G. Gardephe has attracted attention among bank finance lawyers by ruling that the sale of promissory notes to "a few hundred" investors did not involve the offer or sale of a security. Kirschner v....

'No statutory authority exists in California for a foreign corporation that is qualified to transact intrastate business in California to amend its statement of information to reflect a new state or place of domicile. A foreign corporation desiring...

Section 409 of the California Corporations Code authorizes a corporation to issue shares that are convertible "within the time or upon the happening of one or more specified events and upon the terms and conditions that are stated in the articles"...

On Monday, I wrote about California Government Code Section 8629 which provides:

Section 1800 of the California Corporations Code authorizes the filing of a verified complaint for the involuntary dissolution of a corporation for certain specified causes. As might be expected, the statute does not confer standing on just anyone....

On March 4, 2020, California's Governor Gavin Newsom proclaimed a "state of emergency" as a result of the outbreak of a respiratory illness in Wuhan City, Hubei Province, China. The term "state of emergency" is just one of three degrees of emergency...

The fiduciary exception to the attorney-client privilege holds that a fiduciary, such as a trustee of a trust, is disabled from asserting the privilege against beneficiaries on matters of trust administration. Nevada, like California, has codified...

Two weeks ago, I wrote about AB 3075 (Limón), a bill that would that would require a "filer" of articles of incorporation to attest under the penalty of perjury that the purpose of the corporation is lawful and that the filer is not an owner,...