California Corporate & Securities Law

Most, but not all, publicly traded companies are, or soon will be, drafting the disclosures required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act. That statute requires the Securities and Exchange Commission to...

Last week, I wrote about a recent Court of Appeal decision allowing for the possibility that a sale of shares at a sheriff's sale could amount to conversion.  Duke v. Superior Court, 2017 Cal. App. LEXIS 1116. A fundamental principle underlying the...

One might expect that a sheriff's sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor.  A California Court of Appeal, however, has ruled that it could.

An entire division of California's Business & Professions Code is devoted to a single plant genus - Cannabis. The official name of the division is the "Medicinal and Adult-Use Cannabis Regulation and Safety Act" aka the MAUCRSA. Bus. & Prof. Code §...

California Secretary of State Alex Padilla wants to help entrepreneurs in California by launching a new online business portal.  According to Secretary of State's press release, the new portal, coined "Cannabizfile", provides useful information about...

I don't hear many securities lawyers talking about "ecosystems". Indeed, I think of the word as being more the province of environmental lawyers. The word itself is an amalgamation of two Greek words - οἶκος, meaning house, and σύστημα, meaning a...

James D.C. Barrall recently published a listing of ten consensuses on CEO pay ratio planning.  He begins with the following:

Yesterday's post chided Glass, Lewis & Co., LLC for its inconsistent positions on majority rule.  Today's post tackles a foolish inconsistency in the California Codes.  Section 25217(c) of the California Corporations Code provides:

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance: