California Corporate & Securities Law

A derivative claim is one brought by a shareholder on behalf of the corporation to recover for harm done to the corporation.  Cohen v. Mirage Resorts, Inc., 62 P.3d 720, 732 (Nev. 2003).  However, when a derivative action is initiated, the...

Earlier this week, two senior officials at the Securities and Exchange Commission issued this statement elucidating a "framework for 'investment contract' analysis of digital assets".  The Framework applies the tripartite test fashioned by the...

Much to the consternation of employers, the California Supreme Court last year adopted a three-factor test, known as the "ABC" test, for determining when a worker is an employee.  Dynamex Operations West, Inc. v. Superior Court of Los Angeles, 4...

The gist of an alter ego claim is that that there is no separation between the corporation and its owners.  As a result the distinct personality of the corporation may be disregarded and the shareholders held to account for the corporation's...

A corporation and a partnership enter into a contract.  Alleging that the partnership is in breach, the corporation sues the partnership and its two general partners.  Neither of the partners is a party to the contract.  However, California's...

No, this wasn't a case of Cain and Abel or Romulus and Remus, but it did involve brothers and an execution of sorts.  The protaganists in Chen v. Berenjian, 2019 Cal. App. LEXIS 275 were Chen and the brothers Berenjian (Shazad and Sharmad). ...

The California Revised Uniform Limited Liability Act originally provided that "A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against...

Last May, I wrote about U.S. District Court Judge Arthur D. Spatt's ruling in Hatteras Enters. v. Forsythe Cosmetic Grp., Ltd., 2018 U.S. Dist. LEXIS 68792.  That post concerned Judge Spatt's decision to apply California's Corporate Securities Law...

I recently wrote about proposed legislation (SB 528) that would establish the California Infrastructure and Economic Development Bank (I-Bank) as a depository institution.  The I-Bank, despite its name, does not currently accept deposits.  The bill ...

"Whereof what's past is prologue, what to come"

Youngevity Int'l v. Smith, 2019 U.S. Dist. LEXIS 39790 involved cross motions for summary judgment with respect to a breach of fiduciary duty claim.  The plaintiff, a Delaware corporation, argued...