California Corporate & Securities Law

Nearly four years ago, I devoted this post about California's Unincorporated Association Law. Typically, an unincorporated association is a club, church, or other social organization. A criminal street gang might also be an unincorporated...

California Corporations Code Section 2011 provides that causes of action against a dissolved corporation, whether arising before or after dissolution, may be enforced against its shareholders if any of the assets of the corporation have been...

UCLA Law Professor Stephen Bainbridge recently posted an article calling Delaware's recently enacted S.B. 75 a "self-inflicted wound". SB 75, which was signed into law late last month, limits the ability of Delaware stock corporations to adopt...

I noticed the following description of California's principal "pseudo-foreign" corporation statute in a recently filed registration statement:

Nearly four years ago, I wrote this post asking whether California's anti-waiver statute voids choice of forum agreements.  The statute in question was California Corporations Code Section 25701 which provides:

Readers of this blog should be well aware of California's general antipathy to covenants not to compete.  See The Point Of An Unenforceable Noncompete May Be Very Sharp Indeed,Covenants Not To Compete – Fourth DCA Considers A New Fine Question (Or...

California requires persons who are engaged in the business of making consumer loans or commercial loans to be licensed under the Finance Lenders Law, unless exempt.  Cal. Fin. Code § 22100.  The CFLL includes the following:

I have often written about numerous provisions of the California Corporations Code that expressly apply to foreign corporations meeting specified tests. The most famous, but not the only, statute of this breed is Section 2115. Although Section 2115...

I've noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors.  Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows: