California Corporate & Securities Law

I suspect that at least a few California corporate lawyers are unaware of a provision in the California Corporations Code requiring the articles or bylaws of certain corporations to contain a limitation on the salaries paid to the persons operating...

Last June, the California Secretary of State's office announced bizfile California, which it described as "a new online portal to help businesses file, search, and order business records quickly and conveniently from one webpage". Bizfile California...

Earlier this week, the Securities and Exchange Commission proposed amendments to Regulation S-K, and related rules and forms. According to the SEC, these are intended to modernize and simplify certain disclosure requirements in a manner that reduces...

A few days ago, I noted the Court of Appeal's opinion in Davis Test Only Smog Testing v. Dept. of Consumer Affairs, 2017 Cal. App. LEXIS 855.  That post concerned the Court's holding that the plaintiffs' due process rights had not been violated by...

Recently, I visited Tonopah, Nevada, which is located about midway between Las Vegas and Reno. According to legend, the town was founded after Jim Butler discovered a rich ledge of silver ore while chasing his wandering burros. Historians can, and...

A few years back, I criticized the amendment of California Corporations Code Section 25401 to conform to Rule 10b-5 under the Securities Exchange Act of 1934.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against...

Last week, I cautioned the students in my Securities Regulation class that while it can be helpful to review the SEC filings of other registrants, one should never assume that they are correct. A few days later, I noticed that the following...

"Nothing but blue skies From now on"

Over three years ago, I wrote that California's Office of Administrative Hearings had requested the California Attorney General provide an opinion answering the following question: