California Corporate & Securities Law

Section 22340(a) of the California Financial Code provides that a licensee "may sell promissory notes . . . to institutional investors."  Does this mean that a licensee may only sell promissory notes to institutional investors or that selling...

According to the Chronicle of Philanthropy, the top three corporate philanthropists (Wells Fargo, Walmart and Chevron) in 2012 gave nearly $900 million in cash in 2012.  At the most fundamental level, do corporations have the power to make donations?

In 2003, the Securities and Exchange Commission adopted rules that purportedly immunized attorneys who, subject to specific conditions, reveal confidential information to the SEC. 17 C.F.R. § 205.3(d)(2). Technically, the rule permits, but does not...

Rule 14a-4 requires, among other things, that a form of proxy "identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and whether proposed by the...

Covenants not to compete have been in legislative disfavor in California since 1872. This animus is currently codified at Section 16600 of the Business and Professions Code which provides that with certain statutory exceptions "every contract by...

Last week, I wrote about a bill, AB 129, currently pending in the California legislature that would amend California Corporations Code Section 107.  As I had pointed out in an even earlier post last May, that statute prohibits any corporation,...

It is not uncommon for a release to include not just the released party but affiliates of the released party.  I suspect that it is far less common for a release agreement to actually define what is meant by "affiliate".  Such was the case in Cacique,...

Last March, I pointed out that Corporations Code Section 107 prohibits any corporation, flexible purpose corporation, association or individual from issuing or putting in circulation, as money, anything but the lawful money of the United States....