California Corporate & Securities Law

The Delaware dam may not be bursting but there are signs that it is leaking.  In an earlier post, I observed that despite all of the talk, I had not found many recent examples of publicly traded companies reincorporating in Nevada. Recently, I...

Last summer, bankers and the lawyers who advise them breathed a collective sigh of relief when the Second Circuit Court of Appeals  upheld a U.S. District Court's opinion that notes in a bank syndicated loan were not securities.Kirschner v. JP...

Section 3(a)(5) of the Securities Exchange Act of 1934 defines the term “dealer” to mean “any person engaged in the business of buying and selling securities . . . for such person’s own account through a broker or otherwise,” but excludes “a person...

In this post from 14 years ago, I speculated as to whether California Financial Code Section 1327 was constitutional.  Two years later, the California Court of Appeal declared the statute unconstitutional.  Summit Bank v. Rogers, 206 Cal. App. 4th...

Last week the California Department of Financial Protection & Innovation issued a report of its activities under the California Consumer Financial Protection Law.   The California legislature enacted the CCFPL in 2020 for the ostensible purpose "to...

The California Revised Uniform Limited Liability Company Act (RULLCA) provides that when a member who is an individual dies, the member dissociates from the limited liability company. Cal. Corp. Code § 17706.02(f). Dissociation results in the...

Laura Graham was injured when she tripped over a sprinkler box located on property owned by a single member limited liability company.  She sued the LLC and asserted that its member was the alter ego of the LLC and the case was appealed to the Nevada...

The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law. In fact, the Corporations Code includes separate law...