California Corporate & Securities Law

In the business world it was once commonly said that "no one ever was fired for buying IBM". Given Delaware's preeminent market share, the same thinking may underlie a recommendation to incorporate there. Before making that recommendation, I...

Derivative suits put the corporation in the odd position of simultaneously occupying the position of a defendant and plaintiff. When the suit is initiated, the corporation is named as a nominal defendant. If, however, the suit is allowed to proceed,...

Sometimes, you just can't be sure whether about the identity of a corporation's directors. Doubt can arise for a number of reasons. Corporate records may be lost entirely. Corporate records may be incomplete or inconsistent. Corporate formalities...

California Corporations Code Section 800 governs derivative suits brought by both domestic and foreign corporations. The statute provides a modicum of protection to defendants by establishing a procedure by which either the corporation or an...

Last October, Governor Brown signed AB 667 (Wagner) into law. The bill, which was thefor "finders" product of the efforts of the Corporations Committee of the Business Law Section of the California State Bar, created a statutory "finders" exemption...

Even though the federal statute is named the Investment Advisers Act of 1940, persons regulated by that act often refer to themselves as "advisors" and not "advisers".  Which is spelling is correct?

The California Corporate Securities Law of 1968 currently exempts from qualification any security of an issuer (1) organized exclusively for educational, benevolent, fraternal, religious, charitable, social, or reformatory purposes and not for...

Under Article III, Section 2 of the U.S. Constitution, the judicial power of the federal courts may extend to, among other things, controversies between citizens of different states. When a party is a trust, in what state is the trust a citizen for...

You can thank the Romans for science and the English for knowledge