California Corporate & Securities Law

In Grafton Partners L.P. v. Superior Court, 36 Cal.4th 944 (2005), the California Supreme Court found that pre-dispute contractual jury trial waivers were unconstitutional under Article 1, Section 16 of the California Constitution. In 2019, I penned...

The Commissioner of Financial Protection & Innovation is appointed by the Governor and is subject to confirmation by the Senate. Cal. Fin. Code § 322. The Governor, however, is not free to appoint just anyone. To be eligible for appointment, an...

When an erstwhile shareholder of First Republic Bank sued the California Department of Financial Protection & Innovation for failing to safeguard the "financial soundness and structural integrity" of the bank, the DFPI "took the Eleventh". The...

In a lengthy post yesterday, Professor Stephen Bainbridge advanced the following argument:

California's securities qualification requirements and exemptions depend upon whether the offer and sale of securities is an issuer transaction, a change in rights, exchange, merger, or conversion transaction, or a nonissuer transaction.  See Cal....

Recently, I wrote about a proposal by The Trade Desk, Inc. to convert from a Delaware to a Nevada corporation.  Predictably, a stockholder challenged the proposed reincorporation.  Gunderson v. The Trade Desk, Inc., 2024 WL 462207 (Nov. 8, 2024). 

Following this past Tuesday's presidential election, California Governor Gavin Newsom proclaimed an special session of the California legislature.   The Governor's proclamation specified two reasons for the special session:

Yesterday, the United States Supreme Court heard oral argument in Facebook, Inc. v. Amalgamated Bank (S. Ct. Case No. 22-15077).  As presented by Facebook (now known as Meta Platforms, Inc.), the question for the court is as follows:

California's version of the Revised Uniform Limited Liability Company Act provides that in the case of a member managed limited liability company provides: