California Corporate & Securities Law

Section 400 of the California Corporations Code establishes the following ground rules with respect to the voting rights of shares:

Recently, UCLA Law School Professor Stephen Bainbridge wrote about his allegiance to writing "decision making" as two words.  In support, he cites the Chicago Manual of Style.  I think that the Manual actually makes a distinction based on usage. When...

Visitors to the Securities and Exchange Commission's website will find a pull-down menu entitled "Regulation". One of the items on that menu has the oxymoronic title of "Interim Final Temporary Rules". How can a rule be both interim (meaning...

Readers will know that I'm no fan of California's Revised Uniform Limited Liability Company Act (aka CARULLCA). As originally enacted, the law was rife with technical errors. As the legislature continues to tinker with the CARULLCA, it creates even...

Yesterday's post concerned when a corporation's rescission of the issuance of shares does not constitute a "distribution to its shareholders" as defined in Section 166 of the California Corporations Code. I noted that one of the three conditions is...

Section 166 of the California Corporations Code defines "distribution to its shareholders". Knowing what constitutes a distribution to shareholders is important because Chapter 5 of the General Corporation Law imposes various restrictions on such...

Nevada, unlike California, applies a reasonableness test to non-compete agreements. Although the Nevada courts haven't identified a specific heuristic to be followed, a covenant not to compete will be found to be unreasonable when in the absence of...

Many may not realize that the Money Transmitter Division of the California Department of Business Oversight licenses and regulates money transmitters. Money transmitters include issuers of payment instruments (money orders), travelers checks and...

Both California and Delaware allow the formation of committees of the Board of Directors. Both states also allow these committees to exercise the authority of the board, but with certain exceptions. California, however, has far more exceptions than...