California Corporate & Securities Law

Now that Governor Brown has signed SB 826 into law, companies area beginning to ask about its scope and application.  SB 826 imposes quotas on the number of female directors of publicly held corporations.  The law applies to domestic and foreign...

Earlier this year, the Securities and Exchange Commission proposed a new rule establishing a standard of conduct for broker-dealers and natural persons who are associated persons of a broker-dealer when making a recommendation of any securities...

In 1968, Richard Nixon campaigned for president claiming to have a secret plan to end the war in Vietnam.  With the war still continuing in 1971, Congress included in the Military Procurement Authorization Act the "Mansfield Amendment" urging...

When California's board gender quota bill, SB 826, was introduced last January, I raised several questions:

• Would such a requirement be constitutional?
• Can the requirement be constitutionally applied to foreign publicly held corporations?
• Will...

As in the federal system, gubernatorial appointees to many California state agencies and departments are subject to confirmation by the Senate.  Cal. Gov't Code § 1322.  There are, however, a number of important differences between the federal and...

The definitions of "security" in Section 2(a)(1) of the Securities Act and Section 3(a)(10) consist of long lists of instruments.  Nowhere in these lists are partnerships interests.  In 1981, the Fifth Circuit Court of Appeals adopted three factors...

Five years ago, I commented on the dearth of authority on whether a reverse triangular merger constitutes an assignment:

"In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the...

The Governor has until this Sunday to sign or veto bills passed by the legislature before September 1.  Cal. Const. Art. IV, Sec. 10(b)(2).  One bill in the Governor's inbox is SB 826.  If signed by the Governor, SB 826 would impose gender quotas on...

Generally, a board of directors of a California corporation may not remove one of its members.  Removal of a director is in most cases the province of the shareholders.  Thus, Section 303 of the Corporations Code allows the shareholders to remove...

Occasionally, I have devoted space to the topic of unincorporated associations.  See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First, Federal Court Allows Reverse Veil Piercing Of Unincorporated...