California Corporate & Securities Law

The Department of Corporations, like many state and federal agencies, does not observe a strict separation of powers. Indeed, the Department performs quasi-legislative functions in the form of rule making, prosecutorial (executive) functions in the...

California Ranked No. 1!

Even if you don't make business filings in Nevada, I encourage you to check out the Nevada Secretary of State's business portal - SilverFlume. This is a truly innovative site with a high degree of cross-agency integration. SilverFlume has many...

In prior posts, I've written about risk.  See "To The SEC, 'Risk' Is A Four Letter Word". In my view, risk should be understood as the product of the probabilities of a range of outcomes and the consequences of those outcomes. In assessing risk, both...

A short per curiam opinion issued yesterday by the United States Supreme Court concerning an employment dispute in Oklahoma is likely to result in consternation in California. 

Sometimes, the law simply gets "curiouser and curiouser". Last week, I happened across a decision by the Fourth District Court of Appeal that reached the remarkable conclusion that a defendant was the prevailing party on a contract that it had...

Steven Spielberg's new film, Lincoln, focuses not on the assassination of the President or the end of the Civil War, but on Congress' passage of the Thirteenth Amendment. The film depicts President Lincoln as a skilled, but not overly scrupulous,...

There was no such thing as a limited liability company in 1933, 1934 or even 1968. Thus, Congress and the California legislature had no reason to consider whether a membership interest in an LLC constitutes a security when they drafted the...

Nancy Wojtas at Cooley LLP recently brought an interesting ruling to my attention that involves the interplay between derivative litigation and the attorney-client privilege, IP Telesis Inc. v. Velocity Networks Inc., C.D. Cal. Case No.CV 11-09950...