California Corporate & Securities Law

In 2005 and 2006, the biggest little city in the world (aka Reno, Nevada) issued approximately $211 million in securities employing Goldman, Sachs & Co. as its sole underwriter and broker-dealer. The financing didn't work out and Reno initiated...

Under California's new Revised Uniform Limited Liability Act, an LLC is formed when the California Secretary of State's Office files the articles of organization. Cal. Corp. Code § 17702.01(d). Only five items of information are required to be...

I recently commented on the awkwardness of Subdivisions (a) and (b) Corporations Code Section 17703.04 that seemingly are intended to establish that the members of an LLC aren't liable qua members for the obligations of the LLC. The statute also...

Recently, I wrote about Corporations Code Section 17703.04(a) which in singularly inept fashion attempts to establish the non-liability of members of a limited liability company under the California's new Revised Uniform Limited Liability Company...

A complaint alleging securities fraud under Rule 10b-5 must meet the stringent pleading requirements of Rule 9(b) of the Federal Rules of Civil Procedure as well as the requirements of the Private Securities Litigation Reform Act.  In re Verifone...

Last year, Senator Jerry Hill authored a bill, SB 538, which rewrote Corporations Code Section 25401.  As I posted, the underlying premise was fanciful at best - that California's statute "has failed to keep up with similar language in federal...

Section 17703.04(a) is one of many bizarre provisions in California's new Revised Uniform Limited Liability Company Act:

While many disagree with the policy choices made by the drafters of the California General Corporation Law, I think many would agree that the GCL is well drafted from a technical perspective. I find it far better organized and accessible than...

The Legislature likes to deem things, but what does it really intend when it does so?  Consider the following examples: