California Corporate & Securities Law

The offer and sale of securities in California must be qualified unless the securities or transaction is exempt.  Corporations Code Section 25100(b) exempts any security "issued or guaranteed . . . by any other foreign government with which the...

Recently, I wrote about how the famed polar explorer Roald Amundsen raised money by selling post cards and stamps. This raised the question of whether the cards and stamps might be considered a security under the Supreme Court's definition of...

While the Securities and Exchange Commission requires disclosure of the ages of directors (Item 401(a), Regulation S-K), it does not impose any age limitations on directors. Nonetheless, many public companies have adopted mandatory retirement age...

I have recently been reading Stephen R. Bown's book, The Last Viking: The Life of Roald Amundsen.  Readers may recall that it was the Norwegian Amundsen who famously beat the Englishman Robert Falcon Scott to the South Pole in what the press ex post...

Yesterday, I wrote about Judge Claudia Wilken's recent ruling that the internal affairs doctrine does not supplant California's insider trading statute, Corp. Code § 25402. In re McKesson Corp. Derivative Litig., 2018 U.S. Dist. LEXIS 81049. While...

Attentive readers of this blog should be aware that California included an insider trading statute (Corp. Code § 25402) as part of the Corporate Securities Law of 1968. More than a dozen years ago, a California Court of Appeal held that the internal...

Some may be surprised to learn that a corporation need not be formed under the California General Corporation Law to qualify as a "domestic corporation". Corporations Code Section 167 defines "domestic corporation" to be "a corporation formed under...

The California Department of Business Oversight administers and enforces the California Financing Law (fka Finance Lenders Law).  Visitors to the DBO's website will find a basic description of the CFL, including the following statement:

Section 204(b) permits the articles of incorporation to include reasonable restrictions upon the right to transfer orhypothecateshares of any class or classes or series. This is the only time the word "hypothecate" appears in the General...