California Corporate & Securities Law

Broc Romanek at The Mentor Blog has been writing about publicly traded companies that reportedly continue charter provisions allowing shareholders to remove directors only for "cause". Section 303 of the California Corporations Code generally...

Hillsborough Dev. Co., LLC v. Annen Case No. D074818 (Cal. Ct. App. Aug. 9, 2019) involved a disputed removal of an LLC's manager by a majority of the members. The LLC agreement was silent on how the manager could be removed and the parties did not...

Impersonating government agencies and officials is nothing new.  The Financial Industry Regulatory Authority, Inc. (FINRA) issued this detailed warning of this practice in 2016.  Two years later, the Securities and Exchange Commission warned of calls...

NantKwest, Inc. is a Delaware corporation with its principal executive offices located in San Diego, California.  Last month, NantKwest filed this Form 8-K reporting that it had amended and restated its bylaws "to implement the requirements of SB 826...

California's Revised Uniform Limited Liability Company Act includes two separate provisions validating notes, mortgages, evidences of indebtedness, contracts, certificates, statements, conveyances or other written instruments against any lack of...

In Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, Vice Chancellor J. Travis Laster ruled that a Delaware corporation’s certificate of incorporation and bylaws cannot restrict the forum in which stockholders may bring a federal claim. The...

The California Corporate Securities Law of 1968, like the federal Securities Act of 1933 and Securities Exchange Act of 1934, define "security" by providing a list. Because limited liability companies did not exist when these laws were enacted, none...

California Business & Professions Code Section 16600 declares void "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind". The California Supreme Court famously held that non-compete...

The California Administrative Procedure Act provides that an agency's decision in an adjudicative proceeding "may not be expressly relied on as precedent unless it is designated as a precedent decision by the agency". Cal. Govt. Code § 11425.60(a)....