California Corporate & Securities Law

In Silver Hills May Tarnish Crowdfunding, I wrote about Justice Roger J. Traynor's alternative definition of "security" under the predecessor to the Corporate Securities Law of 1968.  Silver Hills Country Club v. Sobieski, 55 Cal. 2d 811 (1961)...

California's current limited liability act permits indemnification of any person (including any manager, member, officer, employee, or agent of the limited liability company) against judgments, settlements, penalties, fines, or expenses of any kind...

Section 278 of the Delaware General Corporation in effect limits suits against dissolved corporations to a period of three years from dissolution. In contrast, Section 2010 of the California Corporations Code sets no time limitation for suing a...

According to Black's Law Dictionary, a "gift" is a "voluntary transfer of property to another made gratuitously and without consideration". Thus, it would seem that a gift could not be a sale. The California Corporations Code, however, takes a...

At the opening of the Los Angeles aqueduct on November 5, 1913, William Mulholland famously declared "There it is. Take it!" Much the same could be said of Civil Code Section 1646.5. The statute provides that the parties to a contract relating to a...

Did CalPERS Make A Gift Of Public Funds?

Both Section 2(1) of the Securities Act of 1933 and Section 25019 of the Corporate Securities Law of 1968 provide extensional definitions of the term "security". That is, they each list everything within the term being defined.  See Why the Word...

In 2009, the Nevada legislature enacted a statute intended to remove private barriers to landowners' harnessing of wind energy:

In October of 2000, the Securities and Exchange Commission adopted Rule 10b5-1, which among other things, created an "affirmative defense" for pre-planned trading provided that specified conditions were met. At the time, I pointed out that...