California Corporate & Securities Law

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don't appreciate it when their legal offerings are undermined by other states. One way to...

Earlier this week, I wrote about a proposed amendment to Section 228 of the Delaware General Corporation Law. The amendment, which is proposed by The Corporate Council of the Corporation Law Section of the Delaware State Bar, would essentially...

The California Finance Lenders Law imposes a licensing requirement on persons engaged in the business of a finance lender. Cal. Fin. Code § 22100(a). Chapter 2 of the CFLL imposes a host of requirements on "consumer loans" and Chapter 3 imposes a...

A quarter century ago, I wrote a brief piece criticizing how Delaware handled stockholder action by written consent:

"And" and "or" are classified as conjunctions. They are classified as such because they yoke together words, phrases, clauses and sometimes even sentences. They are not interchangeable, however, as illustrated by the recent opinion by the Ninth...

A lot of ink has been spilt on the United States Supreme Court's decision in Salman v. United States, 137 S. Ct. 420 (2016). In that case, the Supreme Court upheld the criminal conviction of Mr. Bassam Salman who received lucrative trading tips from...

In February, I published a post entitled Is California "The Biggest Loser". My reference was to Professor Lynn LoPucki's finding that "California, home to 1,210 [public] companies but state of incorporation for only 112, is the biggest loser"....

The Dodd-Frank Act gave us many things, including Section 21F of the Securities Exchange Act of 1934. Section 21F, prohibits employers from retaliating against a "whistleblower". 15 U.S.C. § 78u-6(h)(1)(A). We need not guess about the definition of...

California and federal law establish ample protections for whistleblowers. These protections can be found in numerous laws, including the Sarbanes-Oxley Act, the Dodd-Frank Act, and Section 1102.5 of the California Labor Code. Whistleblowing...