California Corporate & Securities Law

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...

Section 307(a)(1) of the California Corporations Code is quite specific in identifying who is empowered to call meetings of a corporation's board of directors: the chairperson of the board, the president, any vice president, the secretary, or any...

"Good idea the Latin.  Stupifies them first."

Section 204 of the California Corporations Code lists a number of possible provisions that may be included in the articles and "which shall not be effective unless expressly provided in the articles". Included in this list of permissible provisions...

On Monday, I wrote about Berg & Berg Enterprises, LLC v. Boyle, 178 Cal. App. 4th 1020, 100 Cal. Rptr. 3d 875 (2009).  The Court of Appeal in Berg adopted the trust fund doctrine, holding that upon the actual insolvency of the corporations,...

Nissan Is Both A Car Maker And A Month

Section 208 of the California Corporations Code makes it difficult for a California corporation to wriggle out of contracts or conveyances made in the corporation's name. Under the statute, a contract or conveyance will bind the corporation (and the...