California Corporate & Securities Law

Yesterday's post concerned Justice M. Kathleen Butz' recent holding in Yee v. Am. Nat’l Ins. Co., 2015 Cal. App. LEXIS 257 (Cal. Ct. App. 2015). The case involved the California Controller's attempt to examine the records of American National...

Last month, I wrote about reports that the SEC is seeking years of employment agreements, nondisclosure agreements and other documents in an effort to ferret out possible restraints on whistleblowers.  See Is Anything Fishy With The SEC’s...

When I served as Commissioner of Corporations for the State of California, I was sometimes asked about the other Commissioners. However, I never concerned myself with the "other Commissioners" because there were no other Commissioners. Unlike some...

Corporations Code Section 25501.5 generally authorizes an action for rescission (or damages, if the security is no longer owned) by any person “who purchases a security from or sells a security to a broker-dealer that is required to be licensed and...

In January, I discussed the Court of Appeal's decision in Cobb v. Ironwood Country Club, 233 Cal. App. 4th 960 (Cal. App. 4th Dist. 2015).  I found the case interesting because the Court applied a contract law analysis to an arbitration bylaw:

The Opinions Committee of the Business Law Section of the California State Bar recently published a sample opinion for venture capital financing transactions. In a sad testament to the lowly status of the California General Corporation Law, the...

I've taken a special interest in following the case of Hong Yen Chang (no known relation to my son-in-law). Mr. Chang arrived in the U.S. in 1872 and graduated from Yale and then Columbia Law School. Initially, he was refused admission to the New...

Some may view dissolution as the final curtain for a corporation and its shareholders.  But unlike mere mortals, a corporation does not strut and fret its hour upon the stage and then is heard no more.

Yesterday was the famous Ides of March. The Ides weren't a holiday, but a term used in Roman calendar system which was based on three dates in each month, known as the Kalends or Calends (think calendar), Nones and Ides. The Kalends always falls on...