California Corporate & Securities Law

In a change that escaped my notice, the legislature has seen fit to rename the venerable California Finance Lenders Law as the California Financing Law.  This legislation, Stats. 2017, ch. 475 (AB 1284 (Dababneh)), was enacted as urgency legislation...

California's legislature reconvened last week for the second year of its biennium.  Assemblyman Marc Steinorth began the session by introducing a bill requiring the Secretary of State to exclude certain personal information that is provided online.  

Thomas Carlyle famously called economics, the "dismal science". Sometimes, the law can be equally disheartening. Imagine trying to explain to a client that a statement that the company is "on track" to meet its projections might be within the safe...

The Fourth District Court of Appeal's decision in Burkhalter Kessler Clement & George LLP v. Hamilton (Cal. Ct. of Appeal Case No. G054337 (Jan. 8, 2018)) reminded me of the opening lines of Carole King's 1971 hit song Sweet Seasons:

Shortly before leaving Delaware's Court of Chancery in 2015, Vice Chancellor Donald F. Parsons issued a decision that is widely known for the conclusion that Section 205 of the Delaware General Corporation Law does not authorize the Court of...

Last spring, a derivative suit was filed in California Superior Court against certain of current and former directors and officers of Yahoo!, Inc. alleging breach of fiduciary duty in connection with the company's widely reported data breach. The...

At the end of last year, a plaintiff filed a verified class action in the Delaware Court of Chancery seeking a judgment declaring invalid provisions included in the certificates of incorporation of three different companies "purporting to require...

Today, I am picking up on my discussion of Kanno v. Marwit Capital, No. G052348, 2017 Cal. App. LEXIS 1150 (Ct. App. Dec. 22, 2017) in this post from last week and last year.  Kanno involved the application of the parol evidence rule under both...

As I and many others start to consider the disclosure implications of the Tax Cuts and Jobs Act, I've begun a list of possible disclosure related topics: