California Corporate & Securities Law

I have previously written about one California legislator's plan to impose gender quotas on publicly traded companies that have their principal executive offices in the state. The bill is being heard today by the Senate Banking and Financial...

This should be a straightforward question - Are qualification and registration requirements under state securities laws preempted with respect to industrial development bonds?

California Corporations Code Section 25100 is a long list of securities exempt from the qualification requirements of the Corporate Securities Law of 1968.  Last on this list (Section 25100(t)) is any security issued or guaranteed by and representing...

Yesterday, the Nevada Supreme Court held that one party's material breach of a contract releases the non-breaching party's contractual obligation to a third-party beneficiary.  Cain v. Price, 134 Nev. Adv. Op. 26 (2018). In this case, the contract...

In March, I wrote about AB 2571 which would have prohibited public pension fund investments in alternative investment vehicles that lacked race and gender pay equity policies.   Yesterday, the bill was amended to require public investment funds to...

An effort by several California legislators to impose gender quotas on publicly held corporations will be heard next week by the Banking and Financial Institutions Committee.  SB 826, as amended on April 3, will apply to both California domestic...

Many may have heard of Cede and Company, but what exactly is it and who owns it? Cede is a New York partnership, of which Depository Trust Company and The Depository Trust and Clearing Corporation are partners. The former, DTC, is a New York...

When bad things happen to corporations, derivative suits are sure to follow. So it was for Galectin Therapeutics, Inc., a Nevada corporation. Following publication of allegations of a "stock promotion scheme", stockholders filed derivative suits in...

Yesterday's post concerned a recent federal district court decision applying the corporate alter ego doctrine to a Nevada limited liability company. Bustos v. Dennis, 2018 U.S. Dist. LEXIS 45764. An update to this post noted that although Judge...