Three years ago, Governor Newsom signed AB 1864 into law. This legislation gave the Department of Financial Protection & Innovation the authority to define unfair, deceptive, and abusive acts and practices in connection with the offering or...
Will New DFPI Lending Rules Reduce The Availability And Raise The Cost Of Small Business Loans In California?
Posted on August 30, 2023
Must A Parent Of A Constituent Corporation Sign The Agreement Of Merger?
Posted on August 28, 2023
In California practice, a merger reorganization will typically involve two agreements - one short, the other not. The Corporations Code refers to the shorter agreement as the "agreement of merger". At a minimum it must include all of the following:
"Regulated Parties Are Always Entitled To Fair Notice What Is Required Or Prohibited" Amen
Posted on August 25, 2023
The Fifth Amendment to the United States Constitution provides that “[n]o person shall be … deprived of life, liberty, or property without due process of law.” A similar due process mandate is imposed on the states by the Fourteenth Amendment. In...
Are Directors Employees And Are Their Homes Their "Workplaces"?
Posted on August 24, 2023
Over the years, I have devoted several posts to the question of whether corporate directors are employees:
Judge Rules Beneficial Owner of Shares Lacks Standing to Bring Direct Claims Against Corporation and its CEO
Posted on August 23, 2023
The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer. One of the plaintiffs, Marc Chan, did not own shares in ArcSOFT...
With Less Than One Month To Go, These Bills Are On Deck For Passage
Posted on August 22, 2023
The California legislature meets biennially. Cal. Const. Art. IV, § 3(a). Because this is an odd-numbered year, we are currently in the first year of the session. Thursday, September 14, 2023 will be the last day for each house to pass bills. (J.R....
Court Holds Corporations Owed Duty To Protect Third Parties From Abuse By Sole Shareholder
Posted on August 21, 2023
Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up appeals to the California Court...
What Are The Duties Of Directors In Electing, Selecting, Or Nominating Directors?
Posted on August 18, 2023
Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. The Nonprofit Corporation...
When A 20% Interest May Be a 40% Interest
Posted on August 17, 2023
The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations Code makes it unlawful for any person to...
