California Corporate & Securities Law

In the closing years of the last millennium, many were concerned about the "Year 2000 Problem" (aka Y2K).  According to this Securities and Exchange Commission interpretive release:

Doug Cornelius at Compliance Building writes today about borrowers paying the legal fees of lender's counsel:

Nearly two years ago, I wrote that the California Supreme Court had blocked an effort to include an advisory vote in the statewide ballot. Proposition 49 asked whether the United States Congress and California Legislature should approve an amendment...

Yesterday's post noted that the plaintiff in a derivative suit is bringing claims on behalf of the corporation. Thus, when a derivative suit is dismissed, does that dismissal have any effect on other pending or subsequently filed derivative suits?...

When a shareholder sues derivatively, the shareholder is seeking relief not for itself, but for the corporation. Therefore, it should be expected that the shareholder is not free to compromise or dismiss the suit absent court oversight. For example,...

Last December, President Obama signed into law the Fixing America’s Surface Transportation Act (aka the “FAST Act“). Buried in the FAST Act were several provisions intended to lighten the load of Securities and Exchange Commission compliance....

Sometimes it's nice to tidy up the corporate stock book. For example, a corporation may effect a stock split and want to collect the outstanding certificates and exchange them for new certificates reflecting the change. California and Nevada provide...

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,...