California Corporate & Securities Law

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...

Suppose that a corporation has three directors, A, B & C, each of whom is compensated by the corporation. Is director A financially interested in a resolution fixing the compensation of director B? Corporations Section 310(a) provides the following...

More than six decades ago, the late Professor Marver H. Bernstein published his theory of regulatory capture in Regulating Business By Independent Commission (Greenwood Press 1955). According to his theory, agencies follow a life cycle of birth,...

When when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50% or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the plaintiff's shares at their “fair value.” Cal....

The California General Corporation Law authorizes a corporation to "issue one or more classes or series of shares or both, with full, limited or no voting rights". Cal. Corp. Code § 400(a). Thus, it may be reasonable to assume that when a...

Last week, the Securities and Exchange Commission issued a press release announcing its decision to award $20 million "to a whistleblower who promptly came forward with valuable information that enabled the SEC to move quickly and initiate an...

Some readers may have skipped this week's posts discussing director liability under California Corporations Code Section 316 on the theory that the statute applies only to directors of corporations incorporated under the General Corporation Law....

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