California Corporate & Securities Law

The Office of Information and Regulatory Affairs recently published a report on the fiscal 2018 results of President Trump's Executive Order 13771 (Jan. 30, 2017) requiring federal agencies and departments to, among other things, eliminate two...

Twenty years ago, limited liability companies were a novelty.  Today, they are common, but courts often conflate LLCs with corporations by referring to "limited liability corporations".  For example, the Court of Appeal in Hotels Nevada, LLC v. Bridge...

Although much of Nevada is unfenced open range (see yesterday's post), that doesn't mean that the state treats the responsibility of gatekeepers lightly. More than a century ago, Assemblymember Thomas Hagar introduced legislation criminalizing the...

This last weekend, I took a hiking trip in central Nevada.  Sadly, there is no escape from traffic (see photo below).

Last month, Professor Stephen Bainbridge posed the question of whether California recognizes the de facto merger doctrine outside of the successor liability context.  Here was my response. Less than two weeks later, the Nevada Supreme Court addressed...

California's new gender quota law, SB 826, has attracted widespread attention.  The law mandates that a publicly held domestic or foreign corporation with its principal executive offices, according to the corporation’s SEC Form 10-K, located in...

In February, I noted the introduction of a bill that would require any person engaged in the business of commercial financing to provide specified disclosures to prospective borrowers. On September 30, Governor Brown signed the bill, SB 1235, into...

California's new law imposing gender quotas on boards of publicly held corporations imposes significant new responsibilities on the office of the California Secretary of State. This will put the office in the difficult position of expending time and...

As has been widely noted, the constitutionality of SB 826, California's new gender quota law, is questionable.  It remains to be seen who will bring the challenge and where.  Yesterday, Professor Stephen Bainbridge raised the question of whether the...