California Corporate & Securities Law

Last January, the Financial Accounting Standards Board, which is better known as the FASB, issued Accounting Standards Update 2015-01. The update eliminates the concept (and definition) of "extraordinary item". According to the FASB, the update is...

Notwithstanding the brouhaha engendered by Citizens United v. FEC, 558 U.S. 310, 394 (U.S. 2010), the idea that corporations are “persons” can be found in numerous California statutes, including California Corporations Code Sections 18 (“‘Person’...

California has patterned its false claim law, Cal. Gov't Code §§ 12650 et seq., after the federal False Claims Act. As the names of these laws suggest, they are intended to protect the public fisc from false or fraudulent claims. The CFCA empowers...

Last spring, I had the pleasure of meeting Delaware Supreme Court Justice Karen Valihura when we were speaking at the Los Angeles County Bar Association's annual Delaware & California Law Update. Given her visit to California, I was interested in...

Can someone be indemnified against an unlawful act?  California Civil Code Section 1668 would seem to say "no":

Last December, the Securities and Exchange Commission proposed a new exemptive rule under the Investment Company Act of 1940. The proposed rule would allow mutual funds, exchange-traded funds (“ETFs”), closed-end funds, and companies that have...

Judges must perforce pick and choose from the record what facts to include in their written opinions. As a result, opinions don't necessarily tell the whole story and may omit important details. Recently, for example, I read a blog post by Kevin M....

Section 711 of the California Corporations Code is so poorly drafted that it almost defies explanation. According to the legislature's findings, the ostensible purpose of the statute is to facilitate the informed and active involvement of beneficial...

I recently ran across an article concerning a row between Utah's Securities Commission and California's Commissioner of Corporations, E.C. Bellows.  Engineering & Mining Journal, Bingham Galena on Trail of California Corporations Commission, 313...