California Corporate & Securities Law

The California Secretary of State's office is the repository for a vast a disparate number of filings. Few people, for example, may be aware that they may register with the Secretary of State's office as a successor-in-interest to a deceased...

California's version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability:

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was "the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled...

Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn't, the company's most obvious cause of action will be for...

I continue to read confused statements in proxy statements about the vote required for shareholder action.  The default voting rule in Delaware is found in Section 216(2) of the Delaware General Corporation Law:

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an "emerging growth company".  Recently, the Securities and Exchange Commission

The Patriarch: The Remarkable Life and Turbulent Times of Joseph P. Kennedy. (Penguin Press, 2012) by Professor David Nasaw is one of several books that I am currently reading.  As a securities lawyer, the following sentence gave me pause:

In 1990, California enacted the California Commodity Law, Stats. 1990, Ch. 969, Corp. Code § 29500 et seq.  Although this law hasn't attracted the attention of legal writers, it has some very sharp teeth, as illustrated by the recent case of People...

After a two week trial in 2013, a jury convicted Mitchell J. Stein, a lawyer, of mail, wire, and securities fraud based on evidence that he fabricated press releases and purchase orders to inflate the stock price of his client Signalife, Inc., a...