California Corporate & Securities Law

Yesterday, Broc Romanek wrote about the joint dissent issued by Commissioners Daniel M. Gallagher and Michael S. Piwowar with respect to the Commission's recent adoption of Regulation SBSR which requires regulatory reporting of security-based swap...

The Investment Committee of CalPERS' Board of Administration will meet next Tuesday. The committee, which is comprised of all 13 members of the Board of Administration, is responsible for, among other things, investment strategies and policies. On...

Last April, I warned that October 1, 2014 would be a critical day for directors of Nevada corporations.  See Why October 1, 2014 Is An Important Date For Management Persons Of Nevada Entities.  Now, we have a case giving proof to my warning.  Advanced...

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....