California Corporate & Securities Law

Monday's post concerned the appointment of one or more provisional directors pursuant to California Corporations Code Section 308. The statute requires that a provisional director be an "impartial person". In addition, the appointee must not be any...

Readers of this blog may remember the case of Gilbert Hyatt versus the California Franchise Tax Board.  The litigation arose from the FTB's outrageous conduct in auditing Mr. Hyatt after he claimed to have moved to Nevada.  See Nevada Supreme Court...

Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances.  Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed are very different.

Professor Stephen Bainbridge asks "If corporations are not people, then what are they?"  Although I hesitate to cavil over diction, I do think the question is more properly framed "If corporations are not persons, then what are they?" 

Section 12(a) of the Securities Act of 1933 covers two types of civil liability. Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of securities. Section 12(a)(2)...

In U.S. v. O'Hagan, 521 U.S. 642 (1997), the United States Supreme Court held that that a person who misappropriates material nonpublic information from the source of the information may be guilty of insider trading even though he or she did not owe...

California's statutory definition of "security" lists by name two types of trust certificates - collateral trust certificates and voting trust certificates. Cal. Corp. Code § 25109. Both of these certificates are also found in the definition of...

What can be done when a document or instrument has been lost or destroyed?  California Civil Code Section 3415 provides an answer:

I have written several posts on SB 528 (Hueso), a bill that I considered a potential "sleeper". In my parlance, a "sleeper" is a bill that doesn't attract much attention but results in big changes.  SB 528 would have chartered the California...