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Why California Can't Buy Stock

If you are looking to sell shares in your company to the State of California, you might want to reconsider.  Article XVI, Section 17 of the California Constitution expressly forbids the state from subscribing to, or being interested in the stock of...

California Sui Generis

Key Unanswered Questions About California's Gender Quota Law

The California legislature has directed the Secretary of State to publish a report by March of next year on the number of corporations that are in compliance with the state's unique board gender quota law.  The legislature has also authorized the...

Corporate Governance

Are Company Misstatements Of Diversity Actionable Under Rule 10b-5?

In a typical securities fraud action brought under Rule 10b-5, a private plaintiff must prove (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or...

California Corporations Code

SEC: QOF Interests Are Typically Securities

Yesterday, the staffs of the North American Securities Administrators Association (NASAA) and the Securities and Exchange Commission (SEC) issued a statement describing the "opportunity zone" program created by the Tax Cuts and Jobs Act.  The intent...

federal securities law

Like Marley, Court Forges Chain Of Liability Link By Link To Hold Nevada Director Liable For California Corporation's Debt

The Nevada legislature has gone a long way to insulate directors of Nevada corporations from liability.  Directors, however, are not entirely immune as was recently illustrated in Judge Barry Ted Moskowitz' recent ruling in Odyssey Reinsurance Co....

Nevada Corporations

"Approved As To Form" Is No "Sick Chicken"

Attorneys often sign settlement agreements under the words "approved as to form" or "approved as to form and content".  In signing the settlement agreement, an attorney may not expect to be bound by the settlement, but should she?  That question was...

contract

Publicly Held Corporations and Publicly Traded Corporations - Non Bis In Idem?

California's new female director quota requirement applies to publicly held domestic or foreign corporations with their principal executive offices located in California.  Cal. Corp. Code §§ 301.3 & 2115.5.  California's older Public Disclosure Act...

California Secretary of State

Conflict Waiver Does Not A Shareholder Make

Section 800(b)(1) of the California Corporations Code imposes the following standing requirement for derivative lawsuits:

"The plaintiff alleges in the complaint that plaintiff was a shareholder, of record or beneficially, or the holder of voting...

derivative action

Court Of Appeal Finds No Successor Liability Following Purchase Of Assets

Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire.  In general, the law permits this.  Thus, a corporation that purchases the principal assets of another corporation, will not assume the seller’s...

Mergers & Acquisitions

Commissioner Peirce Has Concerns About California's Gender Quota Mandate

California's gender quota law has attracted a lot of attention, including from at least one member of the Securities and Exchange Commission.  At last month's annual conference of the Society for Corporate Governance, Commissioner Hester M. Peirce...

Corporate Governance

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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