California Corporate & Securities Law

Section 5(c) of the Securities Act of 1933 generally declares it unlawful to offer a security unless a registration statement has been filed. Section 5(a) of the same act generally makes it unlawful to sell a security unless a registration statement...

Nevada's LLC Act requires LLCs to file annually a list of managers or managing members. NRS 86.263. If an LLC fails to do so, the Nevada Secretary of State may revoke the LLC's charter and it will forfeit the right to transact business. NRS...

According to Cornerstone Research, shareholders in 2012 "challenged 93 percent of merger and acquisition (M&A) deals valued over $100 million and 96 percent of transactions valued over $500 million". Most of those cases settled and in more than 80%...

Yesterday's post concerned the Court of Appeal's opinion in Busse v. United Panam Financial Corp., 2014 Cal. App. LEXIS 11 (Cal. App. 4th Dist. Jan. 8, 2014) holding that shareholders may not pursue monetary damages under Section 1312(b) of the...

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...