California Corporate & Securities Law

Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire. In general, the law permits this. Thus, a corporation that purchases the principal assets of another corporation, will not assume the seller’s...

California's gender quota law has attracted a lot of attention, including from at least one member of the Securities and Exchange Commission. At last month's annual conference of the Society for Corporate Governance, Commissioner Hester M. Peirce...

As noted yesterday, the California Secretary of State published a report on its website concerning publicly domestic or foreign corporations with principal executive offices are located in California. This report was required to document the number...

Yesterday was the first of several deadlines under California's unprecedented legislation, SB 826, imposing gender quota requirements on all publicly-held domestic or foreign corporations whose principal executive offices are located in California....

In Yokell v. Draper, 2018 U.S. Dist. LEXIS 117427, U.S. Magistrate Judge Jacqueline Scott Corley wrote that "California Code of Civil Procedure section 1029.8 provides a private right of action for persons harmed by "[unlicensed persons who cause...

Anyone who has studied securities regulation has been exposed to the United States Supreme Court's decision in SEC v. W.J. Howey, 328 U.S. 293 (1946) establishing the definition of "investment contract" under the Securities Act of 1933. The...

Transfer agents can find themselves in a difficult position when it comes to removing restrictive legends on stock certificates. On the one hand, the Securities and Exchange Commission may take enforcement action against transfer agents who...

I teach securities regulation at the University of California, Irvine and so have a toe hold in academia. In my view, law schools are placed on the "isthmus of a middle state". As such, they must continually wrestle with the question of whether they...

California has had a trademark law on its books since 1941.  1941 Cal. Stats. Ch. 58.  The legislature repealed that law in 1967 and replaced it with the Model State Trademark Law drafted by the International Trademark Association ("INTA"). 1967 Cal....