California Corporate & Securities Law

When I joined the Department of Corporations, it had no website and filings were made only in hard copy. In the ensuing years, the Department (now known as the Department of Business Oversight) created a website, established system for filing...

In 2009, the California Public Employees' Retirement System filed a lawsuit alleging negligent misrepresentation and negligent interference with prospective economic advantage against Moody's Investors Services, Inc., Moody's Corporation and The...

California's corporate tax rate is currently 8.84%. According to the California Taxpayer's Association, only nine states (Alaska, Connecticut, Illinois, Iowa, Maine, Minnesota, New Jersey, Pennsylvania and Rhode Island) have a higher top rate....

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When originally enacted, the Securities Exchange Act of 1934 banned brokers and dealers from extending margin credit on over-the-counter (OTC) securities.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 Code § 17005(f) (repealed).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...