California Corporate & Securities Law

Diversity jurisdiction in the U.S. District courts requires complete diversity of citizenship between the parties. 28 U.S.C. § 1332. A corporation can be a citizen of its state of incorporation, as well as the state where it has its principal place...

Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .".  The statute is silent on where the inspection must occur. In Innes v. Diablo Controls, Inc., 248 Cal. App....

In 2014, the United States Congress enacted the American Savings Promotion Act, P.L. 113–251 (DEC. 18, 2014) permitting financial institutions to offer savings accounts, with the added feature of offering chances to win prizes. According to this...

California's Accountancy Act requires licensees to report to the California Board of Accountancy, among other things, "Any restatement of a financial statement and related disclosures by a client audited by the licensee". Cal. Bus. & Prof. Code §...

California declares it unlawful for any person to engage in the business of, act in the capacity of, advertise as, or assume to act as a real estate broker or a real estate salesperson within California without first obtaining a real estate license....

I last wrote about FDIC v. Ching, 2014 U.S. Dist. LEXIS 92687 (E.D. Cal. July 8, 2014) in July of 2014.  That post concerned Judge Kimberly J. Mueller's ruling that California's statutory restrictions on distributions to shareholders preempted the...

On January 10, 2018, Governor Jerry Brown issued his proposed budget for California's 2018/2019 fiscal year.  The proposed budget detail is available here. The Governor is proposing a modest increase (about 3%) in the total number of program position...

In this post from July 2016, I took the Securities and Exchange Commission to task for  adding Item 16 to Form 10-K as an "Interim Final Rule". As I then explained, Interim Final Rules constitute an end-run on the notice and comment requirements of...

Last August, I published this post about the Fourth District Court of Appeal's decision allowing reverse veil piercing in the case of a Delaware limited liability company even though the court had refused to allow it in the case of a corporation....