California Corporate & Securities Law

Veterans Day falls on November 11 of each year because the First World War famously ended at the 11th hour of the 11th day of the 11th month. California public offices, however, were closed yesterday on November 12. Why? The answer can be found in...

In October 2016, I wrote about a newly enacted statute, Labor Code Section 925.  That statute prohibits an employer from requiring an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that...

The parties to an agreement agree upon a change to the terms. Should the change be labeled an "amendment" or a "new agreement". Often this will simply be a question of nomenclature. Sometimes, however, more the difference between an amendment and a...

The last several posts have been devoted to exploring the differences between an "exchange reorganization" and a "share exchange tender offer" under the California General Corporation Law. Below is a chart that summarizes the differences between...

Recent posts have been discussing  California's regulation of "share exchange tender offers".  Corporations Code Section 183.5 defines a "share exchange tender offer" as:

Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law. Briefly, both involve the exchange of equity...

In 1989, the California legislature decided to define "share exchange tender offer" in the General Corporation Law.  Section 183.5 defines the term to mean:

California Business & Professions Code Section 16600 is particularly tough on covenants not to compete declaring, with certain exceptions, "every contract by which anyone is restrained from engaging in a lawful profession trade, or business of any...

After starting employment at eCommission Solutions, LLC in 2015, Mr. Aja Doshi was offered the position of Vice President, Product Engineering.  Among other things, the offer stated: "You will be granted one hundred fifty thousand (150,000) stock...