California Corporate & Securities Law

According to the "filing tips" section of the California Secretary of State's website, an "electronic signature" is "typically is defined as meaning an electronic sound, symbol, or process attached to or logically associated with an electronic...

Next Wednesday will be the deadline for many corporations with calendar fiscal year ends to send an annual report to their shareholders.  See Cal. Corp. Code § 1501. This requirement applies to all corporations incorporated under the California...

Yesterday, the California Secretary of State announced that it has activated an online filing tool allowing for corporate formations.  This is the latest addition to a suite of online tools that were already available:

Yesterday, U.S. District Court Judge John A. Mendez dismissed a stockholder's challenge to the constitutionality of California's female director quota law, SB 826.  Meland v. Padilla, U.S. Dist. Ct. Case Non. 2:19-cv-02288-JAM-AC (April 20, 2020)....

Chapter 5 of the California Corporations Code prohibits a distribution to shareholders unless specified conditions are met. The most common type of distribution subject to these limitations is a dividend, but the term "distribution to shareholders"...

Humans decisions are affected by all manner of biases. Many of these biases are quirks of the human mind. A common bias, for example, is to assign more weight to recent data than to older data. Another involves seeing patterns from random...

The Corporate Securities Law of 1968 defines a "security" essentially by providing a list. Cal. Corp. Code § 25019. The statutory list is similar, but not precisely the same as, the definitional lists of securities found in the Securities Act of...

Regulation A (aka "Reg A") is an exemption from the registration requirement of the Securities Act of 1933 that, subject to numerous conditions, allows issuers to offer and sell securities to the public with reduced disclosure requirements. Issuers...

The California General Corporation includes several provisions requiring notice to either directors or shareholders. Section 307, for example, requires that notice be given to directors of special meetings of the board. The statute further provides...