California Corporate & Securities Law

In March, Safeway and Albertsons announced that they had entered into a definitive merger agreement. As night follows day, litigation ensued. At least 12 class action complaints were filed by alleged stockholders of Safeway against the company, its...

I continue to be surprised when courts refer to state laws governing corporations when the subject entity is a limited liability company.  A recent example of this confusion can be found in Piatelli Co. v. Chambers, 2014 U.S. Dist. LEXIS 1556 (D....

Since California Corporations Code Section 25501.5 was enacted ten years ago, I've been repeatedly asked "What do it mean?". The statute provides that a person who purchases a security from, or sells a security to, an unlicensed broker-dealer may...

In Am. Master Lease Llc v. Idanta, 2014 Cal. App. LEXIS 402 (Cal. Ct. App. 2014), the Second District Court of Appeal resolved the following four questions:

Nevada's corporate law continues to attract attention from the academic community. In a recent paper, three professors of accounting at West Chester University of Pennsylvania undertook a forensic examination of Nevada's place in the market for...

California, like many other states, has enacted legislation allowing for the formation of benefit corporations.  Cal. Corp. Code § 16400 et seq.  Technically, a benefit corporation is a corporation formed under the General Corporation Law that has...

Section 1001 of the California Corporations authorizes a corporation to sell all or substantially all of its assets when the principal terms are approved by the board of directors and the outstanding shares (unless the transaction is in the usual...

Soon after entering government service, California was hit by the Northridge Earthquake. As General Counsel to the Business, Transportation & Housing Agency, I received a call directing that I prepare draft executive orders for the Governor under...

Last month, Commissioner of Business Oversight Jan Owen issued an invitation for comment on two proposed rules that would subject non-depository operating subsidiaries, affiliates and agents of federal banks and other financial institutions to...