California Corporate & Securities Law

Section 2110 of the California Corporations Code governs service of process on a foreign corporation. One means of valid service under the statute is by delivering process by hand to the corporation's general manager in California. The California...

There are three paths to dissolution under California's Revised Uniform Limited Liability Company Act (RULLCA). First, an event of dissolution set forth in a written operating agreement or the articles of organization may occur. Cal. Corp. Code §...

Although placed right up front in the First Amendment to the U.S. Constitution, the right to petition the government for redress of grievances is often overshadowed by the other First Amendment rights. There can be no doubt, however, that the right...

Last week, UFCW Local 1500 Pension Fund filed a class action and derivative lawsuit against Yahoo! Inc., its board of directors and some of its current and former officers.  (N.D. Cal. Case No. 3:16-cv-00478-RS).  According to the complaint,

As a general matter, the attorney-client privilege is waived by disclosing a communication to a third party. When a corporation hires an investment banker, the corporation's attorneys will frequently communicate with employees of the investment...

In my experience, companies most often hold board and shareholder meetings at or near their principal executive offices. As a result, many corporations hold their meetings in California even though they may be incorporated in Delaware, Nevada or...

I'm continuing my desultory study of the Magna Carta, which marked its 800th birthday last June. Although the original charter was written in Latin, my occasional efforts at translation has made me keenly aware that it uses many words that although...

Does a corporation commit constructive fraud if it fails to warn a former director of the impending expiration of a stock option?  That was one question decided earlier this month by Judge Jennifer A. Dorsey in  Nelson v. FluoroPharma Med., Inc., 2016...

In July 2010, Congress ordered the Securities and Exchange Commission to adopt a resource extraction rule within 270 days (i.e., by April 17, 2011). The SEC did not adopt rules until August 22, 2012, missing the Congress' deadline by 1 year, 4...