California Corporate & Securities Law

After a five week trial, a San Diego jury convicted Ronald Duane Dunham of multiple crimes, including seven counts of securities fraud. He was sentenced to 12 years in prison. After unsuccessfully appealing his conviction to the California Court of...

Fourteen years ago, Congress enacted legislation intended to protect consumers and investors from settlements in which plaintiffs' attorneys pulled in large fees while their clients (the class members) received little. In one (in)famous case, for...

Recently, I wrote about Nevada's enactment of legislation that will permit a Nevada corporation to include in its articles of incorporation a provision requiring any, all or certain internal actions must be brought solely or exclusively in the court...

Yesterday, the Securities and Exchange Commission approved Regulation Best Interest.  According to the SEC's announcement, this new regulation will require brokers "to act in the best interest of a retail customer when making a recommendation of any...

Section 317(e) of the California Corporations Code provides that indemnification may be authorized in four different ways. Today's blog concerns the second. Under Section 317(e)(2), an "independent legal counsel" may authorize indemnification in a...

In 2018, California became the first state to require publicly held corporations with their principal executive offices in the state to have a minimum number of female directors. Following this groundbreaking, and perhaps unconstitutional, law,...

Last Friday, the Sixth District Court of Appeal held that a corporation's recording of a an abstract of judgment while suspended was a procedural matter that was retroactively validated when its corporate powers were restored.  Longview Int'l v....

When the Nevada legislature enacted the state's limited-liability company act, it did not prescribe the fiduciary duties, if any, owed by managers.   As I observed:

As mentioned in yesterday's post, Nevada recently enacted a bill making several changes to its corporation and limited-liability company laws.  One of these changes was to the quorum requirement for stockholder meetings in NRS 78.320(1)(a):