California Corporate & Securities Law

The State of California imposes its franchise tax on every corporation (other than a bank, financial corporation or exempt corporation) that is "doing business" in California. Cal. Rev. & Tax Code § 23151. This tax is imposed without regard to...

One of the essential elements of a contract is the consent of the parties. Cal. Civ. Code § 1550(2). When a party is a corporation, there is always a question of whether the person or persons signing the contract have the authority to do so on...

Last September, California Governor Jerry Brown signed into law SB 1234 (De León) which implements the California Secure Choice Retirement Savings Program. 2016 Cal. Stat. ch. 804. If you haven't heard of the program, California State Treasurer John...

When looking for exemptions from the qualification requirements of the California Corporate Securities Law of 1968, a good place to start is Chapter 1, Part 2, Division 1 of Title 4 of the Corporations Code.  Cal. Corp. Code § 25100 et seq. If you...

Last week, the Securities and Exchange Commission announced yet another whistleblower award. According to the SEC, the award totals more than $5.5 million dollars. Tellingly, we don't, and won't, know the exact amount. The headline to the SEC's...

In yesterday's post, I covered some of the differences between the laundry lists of securities found in the California Corporate Securities Law of 1968 and the Securities Act of 1933. Both lists seem to contemplate instruments that are written. But...

California Corporations Code Section 25019 defines "security" not by saying what a security is but by providing examples of numerous types of securities. In this respect, Section 25019 is reminiscent of Section 2(a)(1) of the Securities Act of 1933....

Anyone who has studied legal research will recognize that some codes are annotated and some are not. An annotated code includes the text of the statute and summaries of judicial decisions, regulations and other related material. In federal court,...

The creditable H.W. Fowler described "factor" as "one of those words . . . which are so popular as thought-saving reach-me-downs that all meaning is being rubbed off them by constant use."  Fowler's Modern English Usage (2d ed. p. 184).