California Corporate & Securities Law

When someone says that a subsidiary is "wholly owned", I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary. What if the statement is that the subsidiary is "totally" or...

In general, the debts, obligations, or other liabilities of a California limited liability company do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting...

Most creditors likely assume that they have not been paid unless and until they receive checks from their debtors.  In many cases that assumption may be correct, but in some cases it won't be.  Section 1476 of the California Civil Code provides:

The Commissioner of Business Oversight's final regulations implementing a new exemption for finders from the broker-dealer provisions of the Corporate Securities Law took effect on June 21, 2017.  See 10 CCR §§ 260.211.4, 260.211.5, 260.211.6 and...

California Government Code Section 7603 is short and unambiguous:

In May, I wrote about Judge Peter H. Kirwan's ruling in Drulias v. 1st Century Bancshares, Inc., (Cal. Super. Ct. Case No. 16-CV-294673, Nov. 18, 2016).  As readers may recall, Judge Kirwan declined to approve a disclosure only settlement based on In...

Two years ago, I posed the question: Will California Require Notice Filings For Regulation A Offerings? Corporations Code Section 25102.1(a) provides that offers and sales of to "qualified purchasers", as defined by the Securities and Exchange...

Recently, my eye caught the following statement in the SEC's Intrastate Offering Exemptions: A Small Entity Compliance Guide for Issuers:

A colleague who is not a corporate lawyer recently noted that in common parlance directors and officers are often simply lumped together as the "same thing". He suggested that I devote a post to a primer on the differences between directors and...