California Corporate & Securities Law

Over the years, some have promoted the use of so-called "nominee" directors and officers as a means to hide the ownership and control of a corporation. As I mentioned yesterday, the U.S. government has become increasingly focused on the use of...

In 2000, what was then known as the General Accounting Office (now, the Government Accounting Office) warned of possible money laundering by Russian entities using U.S. corporations. The report was addressed to Senator Carl Levin who was then the...

The last two posts have reviewed some of California's rules governing the advertising of securities in California. As we look ahead to general solicitations in Rule 506 offerings, some issuers will undoubtedly be tempted to use celebrity endorsers....

As discussed in yesterday's post, Section 25302 of the California Corporations Code prohibits any person from publishing an advertisement after the Commissioner of the Department of Business Oversight has given notice to that person that she finds...

Over a year ago, Congress directed the Securities and Exchange Commission to amend its rules to permit general solicitations in Rule 506 and Rule 144A offerings.  The SEC failed to meet Congress' deadline by over a year.  See The Most Important Thing...

The doctrine of collateral estoppel may seem to be a more fitting subject to a blog devoted to civil procedure than corporate law.  However, the doctrine can have important ramifications in the corporate setting as I noted this past April in Delaware...

Two years ago and in light of a daunting structural budget deficit, Governor Jerry Brown issued Executive Order B-06-011. His order banned both in-state and out-of-state travel by government agencies unless it was "mission critical". According to...

Last week, I covered the choice of law issue in FDIC v. Faigin, 2013 U.S. Dist. LEXIS 94899 (C.D. Cal. July 8, 2013) and promised more, When The Parent Is A Blue Hen And The Subsidiary Is A 49er, What Law Governs?

Swart Enterprises, Inc. is an Iowa corporation. It operates a farm with some 60 acres of crop land in Kansas. Swart has no physical presence in California. It owns no real or personal property in California. It has no California employees. Swart's...