California Corporate & Securities Law

Mobile West LLC v. City & County of San Francisco, 2016 Cal. App. LEXIS 769 (1st Dist. Sept. 15, 2016) is not the kind of case that I typically write about in this blog. After all, it has nothing to do with corporate, securities or limited liability...

I have previously commented on the phenomenon of what I call the "tweener" corporation.  See Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute? These are corporations that are not quite private and not quite...

Stockholders in closely held corporations often operate their companies as if they were partnerships.  Does that mean that the stockholders, like partners, owe fiduciary duties to each other?

Earlier this week, the Securities and Exchange Commission announced that a self-styled "stock trading whiz kid" and his Los Angeles, California company have agreed to pay $1.5 million to settle a complaint for violations of Rule 10b-5. There is an...

State securities regulators serve an important local enforcement function.  In fact, state securities regulation precedes federal regulation by more than two decades.  The North American Securities Administrators Association is an association of...

Readers familiar with the Nicene Creed will instantly recognize the phrase "begotten, not made". I won't wade into the theological meaning of this phrase, but I cite it as an example of the importance that can be attached to the seemingly simple...

In 2007, Nevada imposed an interesting limitation, the charging order, on the ability of creditors to foreclose on shares of closely-held Nevada corporations.  Here's how the Nevada Secretary of State's website describes the statute, NRS 78.746:

The Nevada Secretary of State's website unabashedly proclaims "Nevada is the second most popular commercial filing jurisdiction in the country, due largely to our favorable business laws and low-tax environment." The website then continues with a...

Nevada likes to market itself as a low tax jurisdiction, touting the fact that "Nevada does not impose income tax on domestic or foreign corporations." It may not impose a tax on income, but it does impose a tax on "commerce". This new tax is...