California Corporate & Securities Law

Securities lawyers typically concern themselves with the federal securities laws (principally, the Securities Act of 1933, the Securities Exchange Act of 1934, and the two '40 Acts) and state "blue sky" laws (e.g., the California, the Corporate...

Earlier this week, Professor Stephen Bainbridge wrote about another surviving Caremark claims. These are claims brought against directors alleging a failure of oversight on the part of directors. Chancellor Allen famously characterized this theory...

Life is not necessarily all skittles and beer for whistleblowers.  Sometimes, they are sued by the very companies on which they blew the whistle.  Such is the case in the ongoing row in Erhart v. Bofi Holding, Inc., 2020 U.S. Dist. LEXIS 57137.  Judge ...

In a recent posting, Professor Stephen Bainbridge breaks down the question of whether breach of fiduciary duty claims by a shareholder may be brought as direct, rather than, derivative claims. The focus of his discussion is on breach of fiduciary...

Section 416 of the California Corporations Code contemplates that corporations may issue shares in either certificated or uncertificated form. If the corporations shares are not publicly traded, the holding system is likely to be direct - the shares...

Although the State of Nevada has long been famous for its legalized gaming industry, gambling has not always been legal in the state. In 1909, the Nevada legislature made games of chance illegal with the law taking effect in 1910. After the collapse...

Twice-Sold Sales?

In 2018, California enacted legislation authorizing California corporations to include a provision in their articles of incorporation allowing the use of blockchain technology to record and track the issuance and transfer of stock certificates. Cal....

Mr. Desage, a Nevada resident, and Cadeau Express, Inc., a Nevada corporation, defaulted on several promissory notes payable to AW Financial Group, LLC, a Nevada limited-liability company. Because everyone involved had a Nevada connection, it may...