California Corporate & Securities Law

Last August, the Securities and Exchange Commission adopted amendments to Form ADV, the form used by investment advisers to register with the SEC and with the states. Included in these amendments were changes to allow multiple private fund adviser...

In a previous post, I began to delve into the question of what is a "real estate fund".  See SEC Staff Reports On “Real Estate Funds”, But What Exactly Are They? As noted in that post, a "real estate fund" as defined in Form PF cannot be a company...

It wasn't so very long ago that the lawyer who typed his or her own documents was a rara avis indeed. Nowadays, there are few attorneys who don't. Therefore, I think most lawyers today share the annoyance of inserting the glyph denoting a section -...

The California Civil Code devotes several sections to the subject of the exoneration of sureties.  Section 2819, for example, intones:

Yesterday, the SEC staff announced that it had published a suite of new data and analyses of private fund statistics and trends. These data include information with respect to "real estate funds". But what exactly is a "real estate fund"? The answer...

These are the new leads. These are the Glengarry leads. And to you they're gold, and you don't get them. Why? Because to give them to you is just throwing them away. They're for closers. I'd wish you good luck but you wouldn't know what to do with...

In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share. The gross proceeds of the offering to the company and...

As a corporate lawyer, it is hard to ignore the Delaware Supreme Court's opinion in Smith v. Van Gorkom, 488 A.2d 858 (1985) overruled on other grounds Gantler v. Stephens, 965 A.2d 695 (Del. 2009).  Professor Stephen Bainbridge has called it "one of...

Practitioners under California's Revised Uniform Limited Liability Company Act will be familiar with the concept of an "operating agreement" (Cal. Corp. Code § 17701.02(s)). Indeed, I expect that nearly every LLC formed under the CARULLCA has, or...