California Corporate & Securities Law

If I told you that all 10% owners owe a fiduciary duty to the corporation, I'd be surprised if you weren't surprised.  However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v. Bulldog Investors...

To ring in the new year, the California Legislative's Analyst's Office issued Cal Facts 2013.  According to the LAO, this report is intended to provide "a broad overview of public finance and program trends in the state".

Last year, the Consumer Financial Services Committee of the Business Law Section of the California State Bar sponsored AB 2364 (Wagner). This bill, which took effect on Tuesday, is intended to simplify the process for levying on bank accounts for...

Under the Administrative Procedure Act, the Office of Administrative Law is responsible for the review of regulations promulgated by over 200 state agencies. In 2011, reportedly 103 different agencies proposed 467 new rules. If the OAL determines...

According to the website, the California Governor's Office of Business and Economic Development (GO-Biz) was created "to serve as California’s single point of contact for economic development and job creation efforts". While the site does provide...

The California Secretary of State has given notice of the following changes to business entity filings:

Earlier this month, the California Secretary of State warned of yet another phishing scam. Criminals typically phish by associating themselves with legitimate businesses. Their goal is to obtain personal information that can be used to steal your...

The California General Corporation Law authorizes board action by written consent. Cal. Corp. Law § 307(b). Sometimes, I've been asked about signing an email consent. Section 17 of the Corporations Code (which governs, but is not part of the General...

Article III, Section 3 of the California Constitution declares that the powers of state government are legislative, executive and judicial. Section 3 then explicitly provides that "Persons charged with the exercise of one power may not exercise...