California Corporate & Securities Law

In a recent post, Columbia Law School Professor John C. Coffee Jr. argues that the Securities and Exchange Commission should take a number of steps to challenge and discourage the adoption of fee-shifting charter provisions.  I disagree.

California's Revised Uniform Limited Liability Company Act (RULLCA) took effect on the first of this year. The RULLCA repealed California's first LLC law - the Beverly-Killea Limited Liability Company Act. The forced subjugation of pre-existing LLCs...

Several years ago, I testified as an expert witness in an administrative proceeding brought by the Securities and Exchange Commission. The hearing was held in what looked like a courtroom before what appeared to be a judge and with lawyers for the...

Pay-to-Play Rule Challenged

California's quorum requirement for meetings of directors appears on its face to be straightforward - a majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. Cal. Corp. Code § 307(a)(7)....

Under the former Beverly-Killea Limited Liability Company Act, a limited liability company was dissolved upon the first to occur of any of the following three events:

In this post published yesterday, UCLA Law Professor Stephen Bainbridge challenges the following statements attributed to Robert F. Kennedy Jr.:

Removal of legends from restricted securities (i.e., securities issued without registration under the Securities Act of 1933) can be a tricky business for transfer agents, issuers and their counsel. Improperly removing legends can get them in hot...

Yesterday's post considered the various paths to becoming a director under the California General Corporation Law. The California Nonprofit Corporation Law defines "directors" in a similar fashion but makes it clear that the articles or bylaws may...