California Corporate & Securities Law

I've written many times about Section 16600 of California's Business & Professions Code which, with limited exceptions, voids covenants not to compete.  See TRO Issued Enjoining Breach Of Non-Compete Agreement Clauses, No Surprises Here – California...

In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the outstanding shares of the target being converted into securities of the acquiring corporation or some other consideration. Does a...

As was widely reported yesterday, a jury failed to find Mark Cuban liable for insider trading.  On the courthouse steps after the verdict, I think that Mr. Cuban made some very insightful and important comments:

Last week, the California Attorney General Kamala D. Harris announced that she had filed a complaint for civil penalties, permanent injunction and other equitable relief against Corinthian Colleges and three of its school subsidiaries. Broadly...

Countless memoranda and alerts have been issued about the SEC's adoption of rule amendments eliminating the prohibition against general solicitation and general advertising in Rule 506 and Rule 144A offerings. Congress ordered the SEC to adopt these...

Suppose Congress enacts a statute providing that the federal courts will have exclusive jurisdiction of all lawsuits brought to enforce any liability or duty under a federal act or the rules adopted under that act. If a state later enacts a statute...

I've devoted several recent posts to the Securities and Exchange Commission's new "bad actor" rule because it is awash with a sea of troubles for issuers, both private and publicly traded. The rule prevents issuers from relying on Rule 506 if they...

Section 709 of the California Corporations Code creates a summary procedure that allows any shareholder or any person who claims to have been denied the right to vote to petition the Superior Court for a determination of the validity of any election...

California expects a lot from attorneys when it comes to client confidences and the attorney-client privilege.