California Corporate & Securities Law

In 1972, the Securities and Exchange Commission adopted what has become known as the "gag rule":

The North Carolina's Supreme Court's recently issued opinion in  Azure Dolphin, LLC v. Barton, 2018 N.C. LEXIS 1036 caught my eye because it involved an interpretation of California Corporations Code Section 15910.02 which establishes the pleading...

A foreign corporation registering with the California Secretary of State to transact intrastate business must, among other things, designate an agent for service of process in California. Does this amenability to service confer personal...

Unlike the federal courts and Delaware's Court of Chancery, California has a statutory demand requirement.  Section 800(b)(2) of the Corporations Code provides:

From time to time the question arises about whether a limited liability company, corporation or some other form of entity might serve as a director.  This is, in fact, a question that I tackled four years ago in this post. The short answer is that...

This September, Governor Jerry Brown signed SB 1235 (Stats. 2018, Ch. 1011) into law. In a nutshell, SB 1235 adds a new division to the Financial Code imposing specific loan disclosure requirements on providers of commercial financings. These...

The California legislature reconvened on Monday. Cal. Const. Art. IV, § 3(a). Over 100 bills have already been introduced in the Assembly. The Senate is far behind with just 51 bills introduced thus far. The first day business in both houses...

This month's issue of Orange County Lawyer includes another entertaining column by Court of Appeal Justice William D. Bedsworth. He points out that Government Code Section 68110 requires every judge in open court during the presentation of causes...

Section 1601 of the California Corporations Code establishes a shareholder's right to inspect the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board". A shareholder's inspection,...