California Corporate & Securities Law

I've always been fascinated by the fact that the ancient Romans chose to explain their origins with tales of defeat, invasion, fratricide, communal rape and assassination. The city, which eventually occupied seven hills along the Tiber, started out...

Last March, I wrote about a decision of a panel of the Nevada Supreme Court in In re Cay Clubs, 130 Nev. Adv. 14 (2014).  The defendants thereafter sought reconsideration by the Supreme Court sitting en banc. Yesterday, the Supreme Court issued its...

On Monday, the U.S. Supreme Court heard oral arguments in Perez v. Mortgage Bankers Ass'n et al.  The case, if decided against the Department of Labor (Thomas E. Perez is the Secretary of Labor), will have a significant impact on all federal...

In September, the California Public Employees' Retirement System (CalPERS) selected Theodore “Ted” Eliopoulos as its Chief Investment Officer. This appointment was unanimously approved by the members of the Board of Administration who voted. One...

Suppose a businessman purchases inventory from a warehouse and then resells it. Suddenly, the owner of the goods appears and seeks compensation for her goods on the basis that the warehouse had converted the goods. The businessman protests that he...

The California Finance Lenders Law generally requires that a person engaged in the business of making consumer loans and/or commercial loans obtain a license from the Department of Business Oversight. Cal. Fin. Code § 22100. There are, of course,...

Many boards operate with a high degree of collegiality, even when the directors disagree. Some don't. When the board of directors of Gas Natural Inc., a publicly traded natural gas holding company, voted to remove its CEO and Chairman, he allegedly...

A recent California Court of Appeal decision is a helpful reminder that buyers can also be targets of securities fraud suits.  In Goldsholle v. Brisco, 2014 Cal. App. Unpub. LEXIS 7997 (Cal. App. 2d Dist. Nov. 6, 2014), the seller of a company...

Over a year ago, I wrote about an Iowa corporation, Swart Enterprises, Inc., which operates a 60 acre farm in Kansas. Swart has no physical presence in California. It owns no real or personal property in California. However, Swart had invested...