California Corporate & Securities Law

Before initializations were clever, there was PUHCA, the Public Utility Holding Company Act of 1935. The Securities and Exchange Commission administered the PUHCA mostly by reviewing applications by registered public holding companies for...

Chapter 1 of the General Corporation Law includes numerous defined terms, including "corporation", "domestic corporation", and "foreign corporation". Having taken care to define these terms, however, the legislature ocasionally seems to have...

Section 1800 of the California Corporations Code provides a procedure for the involuntary dissolution of a corporation. The process begins with the filing of a verified complaint, but only those persons listed in the statute have standing to file...

A common misconception is that the securities laws of an issuer's state of formation govern all offers and sales of that issuer's securities. In California, however, the application of the state's securities laws turns on whether an offer or sale...

Last October, I wrote that one academic study had concluded that California's enactment of legislation mandating minimum numbers of female directors had already "resulted in a significant decline in shareholder value for firms headquartered in...

A foreign corporation that transacts intrastate business in California must first obtain a certificate of qualification from the California Secretary of State by filing a statement of designation. Cal. Corp. Code § 2105(a). One collateral benefit of...

Six years ago, I wrote about the enactment of legislation, AB 2364 (Wagner) intended to make it easier to levy on bank accounts.  The law requires a bank or financial institution with more than nine branch offices within California to designate one...

In DealLawyers.com, John Jenkins calls attention to U.S. District Court Judge Timothy S. Hillman's decision to enforce a California forum selection clauses in acquisition related agreements.  Europa Eye Wear Corp. v. Kaizen Advisors, LLC, 2019 U.S....

If you are looking to sell shares in your company to the State of California, you might want to reconsider.  Article XVI, Section 17 of the California Constitution expressly forbids the state from subscribing to, or being interested in the stock of...