California Corporate & Securities Law

"Biennial" is a confusing word.  The Nevada legislature meets biennially, i.e., every other year while the California legislative session is biennial, i.e., lasting two years. "Biennial" should not be confused with "biannual" which normally means...

When a shareholder files a derivative suit in state court, the defendants often will try to have the case removed to the federal district court. Federal courts, however, are courts of limited jurisdiction and not every plaintiff can make a "federal...

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code § 307(a)(8). This general rule...

The Proxy Season blog yesterday discussed the following question from the Q&A Forum of TheCorporateCounsel.net:

It's not often that you see a company soliciting consents to remove one of its sitting directors.  However, that is what PICO Holdings, Inc. sought to do in this consent solicitation statement filed with the SEC on October 31, 2016. According to...

Marvell Technology Group, Ltd. is a publicly traded company that is incorporated in Bermuda. Marvell's U.S. operating subsidiary is based in California. A year ago, an institutional stockholder filed a derivative suit against Marvell and several of...

Last spring, the California Department of Business Oversight warned consumers that two related companies have been offering unlicensed online securities broker-dealer services and "unregistered sales of certificates of deposit (CDs)". The...

Because annuity contracts involve the payment of money in the expectation of future payments, one might conclude that they are securities within the meaning of the California Corporate Securities Law of 1968. Evidently, that is what Mr. Abbit or at...

Before the enactment of the Dodd-Frank Act in 2010, many advisers to alternative investment vehicles, such as hedge funds, private-equity funds, and venture capital funds relied on the Section 203(b)(3) exemption from registration under the federal...