California Corporate & Securities Law

I recently came across the following vote tally in Item 5.07 of Form 8-K:

Today's post will try to put the Franchise Tax Board's recent Legal Ruling 2014-01 in perspective by imagining the following inquisition by the Franchise Tax Board:

Last week, I wrote that Governor Brown had allowed SB 1272 to become law without his signature.  To say that SB 1272 became law is an hyperbole because, as Governor Brown observed, the bill "has no legal effect whatsoever". The bill, authored by...

I've written several posts on discussing the meaning and ramifications of "doing business" for California tax purposes.  See, e.g., Why Your LLC May Be Doing More Than You Think In California Even When It’s Doing Nothing, 60 Acres And A Lawsuit...

As a general matter, California Corporations Code Section 25401 declares it unlawful to make an untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which...

Yesterday, The Guardian reported that Facebook had acquired Oculus VR using a combination of cash and stock.  Facebook avoided SEC registration by availing itself of a fairness hearing before the Department of Business Oversight.  Readers may recall,...

Chapter 5 of the California Corporations Code imposes specific limitations on "distributions to shareholders", a term defined in Corporations Code section 166. Directors who approve the making of any distribution to shareholders in violation of the...

I recently wrote about SB 1272 (Lieu) which calls a special election for this November 4 at which California voters will be able to cast an advisory vote on whether the U.S. Constitution should be amended to overturn the U.S. Supreme Court's holding...

Last Thursday, the Investor Advisory Committee held another meeting.  The agenda included this rather vague agenda description: