California Corporate & Securities Law

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...

If Senator DeSaulnier gets his way, the SEC's Summary Compensation Table could cost some corporations a lot of money. His bill, SB 1372, would if enacted change the corporation tax rate for publicly traded corporations, including wholly owned...

Earlier this month, The Wall Street Journal published an opinion piece challenging a recent study by the California Public Employees' Retirement System:

Corporations Code Section 1001(a) authorizes a corporation to "sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets" if the principal terms are approved by the board, and, unless the transaction is...

Yesterday, the Department of Business Oversight issued this cautionary guidance for consumers regarding virtual currencies. However, amidst the warnings, the Department disclosed that "California has been working with virtual currency industry...

Two years ago, the Nevada Supreme Court in an en banc decision held that a state district court may exercise jurisdiction over the nonresident officers and directors of a Nevada corporation with its principal place of business in Spain.  Consipio...

Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent.  The Corporation Law Section of the Delaware State Bar is proposing a parallel...