California Corporate & Securities Law

The internal affairs doctrine "is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation's internal affairs — matters peculiar to the relationships among or between the corporation and...

In law school we study contract law and we study torts.  We don't study contracts and torts as a single subject (e.g., "contorts"). Why? Because they are generally regarded as fundamentally different areas of the law. They involve different issues -...

CalPERS' Global Principles of Accountability for Corporate Governance declare:

Next Monday, the Investment Committee of CalPERS' Board of Administration is scheduled to consider several amendments to CalPERS' Global Principles of Accountable Corporate Governance. Among other changes, the committee will consider adding the...

In March, Safeway and Albertsons announced that they had entered into a definitive merger agreement. As night follows day, litigation ensued. At least 12 class action complaints were filed by alleged stockholders of Safeway against the company, its...

I continue to be surprised when courts refer to state laws governing corporations when the subject entity is a limited liability company.  A recent example of this confusion can be found in Piatelli Co. v. Chambers, 2014 U.S. Dist. LEXIS 1556 (D....

Since California Corporations Code Section 25501.5 was enacted ten years ago, I've been repeatedly asked "What do it mean?". The statute provides that a person who purchases a security from, or sells a security to, an unlicensed broker-dealer may...

In Am. Master Lease Llc v. Idanta, 2014 Cal. App. LEXIS 402 (Cal. Ct. App. 2014), the Second District Court of Appeal resolved the following four questions:

Nevada's corporate law continues to attract attention from the academic community. In a recent paper, three professors of accounting at West Chester University of Pennsylvania undertook a forensic examination of Nevada's place in the market for...