California Corporate & Securities Law

If you ask for a definition of "franchise" in California law, there are at least three answers. Two are statutory and one is judicial. Corporations Code Section 31005 defines "franchise" for purposes of California's Franchise Investment Law. Further...

In deciding whether to impose alter ego liability with respect to a limited liability company, a federal court has several possible choices. It could apply the law of the state of formation of the LLC, it could apply the forum state's law, or it...

A little more than eight years ago, I wrote about U.S. District Court Judge Ronald M. Whyte's ruling that a corporate board of directors lacks the capacity of being sued.  Theta Chi Fraternity, Inc. v. Leland Stanford Junior Univ., 212 F. Supp. 3d...

In September, the Uniform Law Commission adopted the Uniform Antitrust Pre-Merger Notification Act.  The ULC does not, of course, actually enact any laws, it merely drafts and promotes laws that it would like to see made uniform among the fifty...

After the premiere performance of Mozart's singspielEntführung aus dem Serail (The Abduction from the Seraglio)in Vienna’s old Burgtheatert, Emperor Joseph II of Austria reportedly quipped "Too many notes, dear Mozart, too many notes". I can't say...

Earlier this month, U.S. District Court Judge Amos L. Mazzant preliminarily enjoined the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). Two days later the Department...

 According to the Securities and Exchange Commission, a DAO is a "term used to describe a 'virtual' organization embodied in computer code and executed on a distributed ledger or blockchain".  SeeReport of Investigation Pursuant to Section 21(a) of...

Although parties in American litigation usually are responsible for paying their own attorneys' fees, there are many exceptions. One of those exceptions is when someone confers a "common benefit". A common benefit may, for example, conferred by...

Last week, I wrote about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). I chose to focus on whether...