California Corporate & Securities Law

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...

Since 2004, the California Attorney General has been required to maintain a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of...

In the waning days of the 2001-2002 legislative session, then Assemblymember Kevin Shelley gutted and amended AB 55. As introduced, AB 55 would have amended the Elections Code. Instead, AB 55 became the vehicle for the enactment of the deeply flawed...

Last week, the Commissioner of Business Oversight issued an invitation for comment on whether to exempt real estate brokers from the investment adviser certification requirement under the Corporate Securities Law of 1968. The exemption would require...

As I've mentioned, this year marks the 800th anniversary of the sealing of the Magna Carta by King John at Runnymede.  I previously posted the introduction and my translation of the original Latin of the 1215 version. Today, I continue with the...

The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names:

Last week, the Securities and Exchange Commission announced charges against an attorney who was allegedly involved in the filing of false registration statements.  The SEC's order instituting proceedings alleges that the attorney provided opinion...