California Corporate & Securities Law

Treasury shares are shares that a corporation has issued and then reacquired but not retired. Hence, they are shares that have been issued but are no longer outstanding. In some states, treasury shares retain some legal significance but not so in...

The "Forme of Solemizacion of Matrimonie" included in the Church of England's first Book of Common Prayer (1549) includes the forerunner of the wedding vows often used in modern Christian marriages.  Both bride and groom take each other "til death us...

California Corporations Code Section 409(e) imposes a duty on the board of directors to determine "the fair value to the corporation in monetary terms of any consideration other than money for which shares are issued". Does a board's failure to make...

On Monday, I wrote about whether a director might be an employee following California's enactment the A-B-C test for determining status as an employee.  California, of course, does not determine employment status for all purposes. 

The word "print" is derived from the Latin word premere, meaning to press or to bear down upon.  Ancient Romans used several mechanisms to write, including pressing letters with a stylus (stilus) into a wax tablet (tabula). A blank tablet was...

On September 18, 2019, California Governor Gavin Newsom signed AB 5 into law effective January 1, 2020. This legislation is intended to make it more likely that a worker will be classified as an employee. It effects this change by codifying the...

Earlier this week, I wrote about two provisions of the California Corporations Code (Sections 2110 and 2111) addressing service on foreign corporations. Technically, these provisions may only apply to foreign corporations that are transacting or...

On Monday, the trustee of the Woodbridge Liquidation Trust filed a lawsuit against numerous law firms and lawyers. The trustee's lawsuit relates to the reportedly $1.3 billion Ponzi scheme allegedly orchestrated by Robert H. Shapiro. In February...

Yesterday's post discussed how to effect service on a foreign corporation.  Two of three statutory options relate to service on an agent of the corporation.  What if an agent cannot be found?  Mirabile dictu!  The GCL provides answers when: