California Corporate & Securities Law

In California, employees who blow the whistle are protected from retaliation by Labor Code § 1102.5(b) which provides:

As I discussed in this earlier post, “transacting intrastate business” is not the same as “doing business” in this state. Foreign corporations and limited liability companies must register with the Secretary of State if they transact intrastate...

In 628 in the Gurjar capital city of Bhillamala (now, Bhinmal, India), the mathemetician Brahmagupta set out to explain how zero and negatives numbers work.  In his book, Brahmasphutasiddhanta, he set forth the rule that the product of two negative...

Public companies typically include provisions in their articles and bylaws that mandate indemnification of directors and officers. Often, these provisions include a statement to the effect that the rights to indemnification are a contract right....

This month, I revisited the Huntington Library in San Marino, California. Among other things, I wanted to have another look at the Shield of Achilles, John Flaxman's magnificent re-imagining of the shield crafted by Hephaestus and brought to...

Last week, I wrote about a proposal by the Nevada Secretary of State to ban the establishment of  a corporation for an "illicit purpose".  Currently, Nevada specifically authorizes the formation of corporations to transact any "lawful" business and...

For some time, I've been critical of that bit of legislative legerdemain known as the "spot bill".  See See Spot Run. A spot bill is a bill that is essentially empty of any content, usually because the bill makes some minor, non-substantive change...

Yesterday, Broc Romanek noted the continuing interest in mandating disclosure of political spending by corporations.   See Battle Lines Being Drawn: Political Spending Disclosures.   We are also seeing activity here in California.

Before shareholders may take action at a meeting, a quorum must be established.  See When The Best Offensive Strategy May Simply Be To Stay Home. The existence of a quorum does not guaranty that action has been validly taken at a shareholders'...