California Corporate & Securities Law

Last Friday, I observed that the definitions of "person" found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious. Section 18 of the Code, which applies to the...

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted these acts did not mention LLCs. Congress has since...

I have often remarked on the debt that the Anglo-American legal lexicon owes to French and Latin.  Greek has made a much smaller contribution.  In reading Professor Peter Heather's The Fall of the Roman Empire: A New History of Rome and the Barbarians...

As Broc Romanek noted yesterday, President Donald Trump has nominated Columbia Law School Professor Robert J. Jackson, Jr. to become a member of the Securities and Exchange Commission. Over the years, Professor Jackson's name has made several...

I trust that by now most quotidian readers of this blog should be familiar with Corporations Code Section 25402 which declares insider trading to be unlawful. Although the statute has been on the books since the enactment of the Corporate Securities...

In May, I wrote about Judge Gonzolo P. Curiel’s  decision to grant the defendants’ motion to dismiss federal and state securities law claims in Mueller v. San Diego Entm’t Partners, LLC, 2017 U.S. Dist. LEXIS 77643 (S.D. Cal. May 22, 2017). I...

Neither California nor Nevada require that a corporation have either a "lead independent director" or "presiding director" and yet many corporations state that they have such a position.  Why?

Yesterday's post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective.  One of these provisions relates to supermajority voting requirements:

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing. There are a number of other...