California Corporate & Securities Law

A neophyte to corporate law might ask where is it written in the California General Corporation Law that directors and officers are fiduciaries. The answer is nowhere. In fact, the phrase "fiduciary duty" appears only once in the GCL - in Section...

One popular theory of the corporation is that it is a nexus of contracts.  As Frank Easterbrook and Daniel Fischel pithily pronounced "Corporations are enduring (relational) contracts."F. Easterbrook and D. Fischel, The Economic Structure of...

In February, I wrote that Assembly Member Timothy S. Grayson was taking another run at enacting a Digital Financial Asset Law.  His bill, AB 39, has steadily progressed and is now pending in the Senate.  According to the bill's digest, the bill will "...

Early this week, the California Department of Financial Protection and Innovation issued desist and refrain orders alleging violations by the following individual and entities:

"O, 'tis a fault too too unpardonable!"*

Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations.  In An LLC By Any Other Name Is Still Not...

Nearly a dozen years ago, I wrote a lengthy post on the meanings of "shall" and "will".  In that post, I noted that "shall" is sometimes used, particularly in Bylaws, to mean "may".   I did not consider whether "may" could mean "does".  

Yesterday's post mentioned mentioned Chapter 17 of the California General Corporation Law which governs service of process in addition to the provisions of the California Code of Civil Procedure. Corporations Code Section 1700 states that process...

The California Code of Civil Procedure sets forth the general rules governing the service of summons. Cal. Code Civ. Proc. §§ 415.10 - 415.95. Chapter 17 of the General Corporation Law adds to these provisions. In some cases, the form of the...

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits. In light of John's post, I thought a brief refresher on California's treatment of reverse stock splits...