California Corporate & Securities Law

The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries. Why, for example, did the legislature deem it necessary to change the default rules with respect...

To someone who is not familiar with the English language, many words must seem bizarre. One such word, is "chairman". Does this refer to a chair made into a man or a man made from a chair? What should be made of a law that solemnly proclaims "All...

In an opinion issued yesterday, the Nevada Supreme Court considered whether a Nevada client had made the requisite prima facie showing of personal jurisdiction over its erstwhile Texas-based law firm.  Fulbright & Jaworski LLP v. Eighth Jud. Dist. Ct.

Section 308 of the California Corporations Code provides for the appointment of a provisional director when a corporation has an even number of directors who are equally divided and cannot agree as to the management of the corporation's affairs, so...

Recently, I circulated a draft agreement that included a representation that a party's receivables were collectible.  The other side returned a draft that modified the representation and changed the spelling to "collectable".  Which is correct?

The public policies of California and Delaware both espouse freedom. Ironically, the freedoms that they espouse are antithetical to each other. California embraces the freedom of people to pursue any lawful and employment of his or her choice....

In September 2013, Governor Jerry Brown signed SB 538 (Hill) into law. This bill fundamentally rewrote a key anti-fraud provision of the Corporate Securities Law of 1968 - Corporations Code Section 25401. At the time, I cast a chary eye on the...

A recent paper by Matthew D. Cain, an economic fellow at the Securities and Exchange Commission, Stephen B. McKeon, an Assistant Finance Professor at the University of Oregon, and Steven Davidoff Solomon, a Professor of Law at the University of...

Much has been written of late about the enforceability of exclusive forum bylaws. What happens when the forum isn't a court, but an arbitration? Does it make any difference if the arbitration bylaw is adopted after a dispute has arisen? The Fourth...