California Corporate & Securities Law

Yesterday, Governor Gavin Newsom signed AB 857 into law.  The bill authorizes local agencies to establish so-called "public banks", subject to approval by the Department of Business Oversight and Federal Deposit Insurance Corporation. 

When I first ...

Yesterday, the California Department of Business Oversight issued this press release announcing that San Diego Superior Court Judge Joel R. Wohlfeil granted the DBO’s request for a temporary restraining order.  The TRO bars further land sales,...

The Securities and Exchange Commission's Form 10-K requires disclosure of a company's "principal executive offices".  The SEC, however, provides no definition of what constitutes a company's "principal executive offices".  Until now, this may not...

One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law.  These California issuers, however, are free to choose to have the...

The California legislature has famously extended many provisions of the California General Corporation Law to corporations under the laws of other states.  But, as Michael Corleone observed at the beginning The Godfather: Part III: "Just when I...

On September 18, Governor Gavin Newsom signed AB 5, a bill dealing with the classification of workers as employees or independent contractors.  It will probably come as no surprise that the bill intended to make it more likely that a worker will be...

Yesterday, a division of the California Court of Appeal came to the rather surprising conclusion that an assignment of a contract deprived the assignor of the benefit of a contractual limitation on liability.  Gietzen v. Covenant Re Management,...

National securities exchanges are registered with the Securities and Exchange Commission under Section 6(a) of the Securities Exchange Act of 1934.  Before there was an SEC or an Exchange Act, the United States was populated with local stock...

Professor Ann Lipton at Tulane University Law School has noted a slew of forthcoming papers concerning the internal affairs doctrine in light of Vice Chancellor Laster's holding in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, and California's...

Yesterday, the Nevada Supreme Court issued its opinion in In re Discipline of James A. Colin, 135 Nev. Adv. 43 (2019).  As the name of the case suggests, the opinion involved a question of attorney discipline.  Although this isn't a regular subject...