California Corporate & Securities Law

Although there are many significant differences between the corporate laws of Nevada and Delaware, the Nevada Supreme Court has often looked across the country to Delaware. Thus, the Nevada high court has adopted Delaware's test for demand futility...

When originally enacted, the Securities Exchange Act of 1934 banned brokers and dealers from extending margin credit on over-the-counter (OTC) securities. This changed in 1969 when the Exchange Act was amended. The Federal Reserve determined which...

My last name is Bishop.  In Spanish, it would be Obispo.  If I included Obispo in a corporate name, would that be acceptable to the Secretary of State?

Under the Beverly-Killea Limited Liability Company Act, the articles of organization prevailed over conflicting provisions of a written operating agreement. Cal. Corp. Code § 17005(f) (repealed). The drafters of the California Revised Uniform...

Annual meetings of shareholders are important. If a corporation fails to hold one for a period of 60 days after the designated date or, if no date is designated, for 15 months, then the superior court may summarily order a meeting. Cal. Corp. Code §...

The internal affairs doctrine "is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation's internal affairs — matters peculiar to the relationships among or between the corporation and...

In law school we study contract law and we study torts.  We don't study contracts and torts as a single subject (e.g., "contorts"). Why? Because they are generally regarded as fundamentally different areas of the law. They involve different issues -...

CalPERS' Global Principles of Accountability for Corporate Governance declare:

Next Monday, the Investment Committee of CalPERS' Board of Administration is scheduled to consider several amendments to CalPERS' Global Principles of Accountable Corporate Governance. Among other changes, the committee will consider adding the...