California Corporate & Securities Law

I have long assumed that when you search "CORRESP" by issuer name, you would see all correspondence filed on EDGAR with respect to that issuer. I was therefore surprised when I recently searched for a letter responding to the staff's comments but...

California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent:

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A.  See Will New Rule 147A Lead To A Renaissance In California...

Earlier this year, the Securities and Exchange Commission published for comment proposed amendments to the Municipal Securities Disclosure Rule (Rule 15c2-12). The existing rule is complicated and I will not attempt to explain it here. For purposes...

On several occasions, I have written about whether scienter is required under Corporations Code Section 25401.  That question surfaced again last week in Judge Gonzolo P. Curiel's ruling on the defendants' motion to dismiss federal and state...

California courts have defined "usury" as "the exacting, taking or receiving of a greater rate than is allowed by law, for the use or loan of money." Ross v. Wheeler 140 Cal. App. 217, 222 (1934). The California Constitution sets the maximum rate of...

In April, I kvetched about numerous outdated references in the California Corporations Code. For example, several provisions of the Code continue to refer to the "Internal Revenue Code of 1954" more than three decades after the enactment of the...

Corporations Code Section 2115 is not an easy read.  Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute:

Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done? According to Kevin, "deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts". He attributes this shift to...