California Corporate & Securities Law

The Proxy Season blog yesterday discussed the following question from the Q&A Forum of TheCorporateCounsel.net:

It's not often that you see a company soliciting consents to remove one of its sitting directors.  However, that is what PICO Holdings, Inc. sought to do in this consent solicitation statement filed with the SEC on October 31, 2016. According to...

Marvell Technology Group, Ltd. is a publicly traded company that is incorporated in Bermuda. Marvell's U.S. operating subsidiary is based in California. A year ago, an institutional stockholder filed a derivative suit against Marvell and several of...

Last spring, the California Department of Business Oversight warned consumers that two related companies have been offering unlicensed online securities broker-dealer services and "unregistered sales of certificates of deposit (CDs)". The...

Because annuity contracts involve the payment of money in the expectation of future payments, one might conclude that they are securities within the meaning of the California Corporate Securities Law of 1968. Evidently, that is what Mr. Abbit or at...

Before the enactment of the Dodd-Frank Act in 2010, many advisers to alternative investment vehicles, such as hedge funds, private-equity funds, and venture capital funds relied on the Section 203(b)(3) exemption from registration under the federal...

Suppose that a corporation has three directors, A, B & C, each of whom is compensated by the corporation. Is director A financially interested in a resolution fixing the compensation of director B? Corporations Section 310(a) provides the following...

More than six decades ago, the late Professor Marver H. Bernstein published his theory of regulatory capture in Regulating Business By Independent Commission (Greenwood Press 1955). According to his theory, agencies follow a life cycle of birth,...

When when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50% or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the plaintiff's shares at their “fair value.” Cal....