California Corporate & Securities Law

Suppose your corporation has a five member board of directors but two seats are vacant.  Suppose further that your corporate bylaws included the following two provisions:

Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 3(b)(2)...

The California Attorney General's office recently sent letters to retailers and manufacturers asking them to demonstrate compliance with the California Transparency in Supply Chains Act or why they are not subject to the act.  I first wrote about the...

In a recently published paper, Colleen Honigsberg, Sharon P. Katz, and Gil Sadka examine the relationship between debt contracts and state law. Perhaps only Captain Renault will be shocked by their finding that "California represents the most...

The California General Corporation Law unequivocally authorizes the giving of notice of stockholder meetings by electronic transmission. Section 601(b) provides "Notice of a shareholders’ meeting or any report shall be given personally, by...

Yesterday's post concerned waivers of notice of shareholders' meetings under Section 602 of the California Corporations Code. Although not required to do so, corporate bylaws often parrot the statute. One popular guidebook, for example, includes the...

Like other states, California generally requires that whenever shareholders are required or permitted to take action at a meeting, notice of that meeting must be given to the shareholders entitled to vote. Cal. Corp. Code § 601(a) However, if notice...

When I served as California's Commissioner of Corporations, Internet commerce was just finding its legs and we were concerned about how to apply the Corporate Securities Law to this new technology. For state regulators, the challenge has been how to...

The following story is fiction.  It was imagined following the SEC's recently settled action against KBR, Inc.