California Corporate & Securities Law

Chapter 13 of the California General Corporation Law establishes the rights of "dissenting shareholders" (defined in Section 1300(c)) to demand payment of cash for their shares in reorganizations and short-form merger transactions. Section 1312(a)...

Professor Stephen Bainbridge begins his abstract Abolishing LLC Veil Piercing with the following assertion:

To many, the words "custody" and "hide" would seem to have absolutely nothing in common. Etymologically speaking, however, they are cognates (blood relatives). Their common ancestor is the Proto-Indo-European etymon - "(s)keu", meaning to cover or...

Finders in securities transactions are common but their legal status is uncertain at best.  Last year, I wrote that Assembly Member Donald P. Wagner had introduced a bill, AB 713, to statutorily homologate the status of finders in California.  See ...

Recently, I wrote about the Court of Appeal's holding in Asahi Kasei Pharma Corp. v. Actelion Ltd., 2013 Cal. App. LEXIS 1017 (Cal. App. 1st Dist. Dec. 18, 2013). Because it was the holidays, I'm not sure that the case received the attention that it...

Novelty does not mean better. With the change from 2013 to 2014, California repealed, albeit unconstitutionally, the Beverly-Killea Limited Liability Company Act (former California Corporations Code sections 17000 - 17657), and installed in its...

What happens when you sue someone who is judgment proof? One solution may be to ask the trial court to amend the judgment to add additional judgment debtors. Now, it may seem unusual to be able to add judgment debtors who were not part of the...

The California legislature operates on a two-year schedule. Cal. Const. Art. IV, Sec.3(a). The legislature will convene for the second year of the current biennium next Monday (Jan. 6). J.R. 51(a). One immediate job for the returning legislators...

Yesterday's post discussed a news report of an SEC inquiry into insider trading by CalPERS.  Rather than being abashed by this news, CalPERS responded by congratulating itself on having implemented a personal trading policy.