California Corporate & Securities Law

Section 166 of the California Corporations Code defines "distribution to its shareholders". Knowing what constitutes a distribution to shareholders is important because Chapter 5 of the General Corporation Law imposes various restrictions on such...

Nevada, unlike California, applies a reasonableness test to non-compete agreements. Although the Nevada courts haven't identified a specific heuristic to be followed, a covenant not to compete will be found to be unreasonable when in the absence of...

Many may not realize that the Money Transmitter Division of the California Department of Business Oversight licenses and regulates money transmitters. Money transmitters include issuers of payment instruments (money orders), travelers checks and...

Both California and Delaware allow the formation of committees of the Board of Directors. Both states also allow these committees to exercise the authority of the board, but with certain exceptions. California, however, has far more exceptions than...

The Federal Trade Commission is not pleased with Discountmetalbrokers, Inc. In fact, the FTC is so unhappy with the company that it filed a complaint alleging that the company held itself out as a legitimate seller of gold and silver but would often...

Recently, Broc Romanek hosted another one of his excellent webcasts. This one covered the SEC's Division of Corporation Finance's recent issuance of several new and modified Compliance & Disclosure Interpretations regarding Non-GAAP financial...

Spelling and pronouncing English words can be a challenge.  I've often been puzzled by the word "guarantee".  What's the point of including the unpronounced "u"?  In English, the letter "g" may have either a soft (e.g., as in "legend" and "gerund") or...

Readers will recall that last year the California legislature created a statutory exemption for finders from the California's registration requirement for broker-dealers (Chap. 743, Stats. 2015). That exemption, codified at Corporations Code Section...

In the midst of the Great Depression, The New Yorker published a poem by Ogden Nash entitled "Bankers Are Just Like Anybody Else, Except Richer".  But are bankers really wealthier than hoi polloi? The answer may be found in the Department of Business...