California Corporate & Securities Law

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...

Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 provide similar, but not the same, definitions of a "security".  See Making A List Of Securities And Checking It Twice. Although these lists are expansive, courts...

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the usual and regular...

Theranos' anni horrorum began in October 2015 with the publication of a story by investigative reporter John Carreyrou at The Wall Street Journal.  Lawsuits and government investigations ensued. Although the Theranos recently announced agreements...

In 2015, the California legislature refurbished the Uniform Fraudulent Transfer Act and rechristened it as the Uniform Voidable Transactions Act. 2015 Cal. Stats. Ch. 44 (SB 161 (Vidak)). The UFTA has not left the stage entirely as courts continue...

The California Secretary of State's office is the repository for a vast a disparate number of filings. Few people, for example, may be aware that they may register with the Secretary of State's office as a successor-in-interest to a deceased...

California's version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability:

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was "the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled...

Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn't, the company's most obvious cause of action will be for...