California Corporate & Securities Law

Recently, UCLA Law School Professor Stephen Bainbridge took notice of Section 6.22(b) of the Model Business Corporation Act and asked what might lead a corporation to waive the limited liability of shareholders in its articles of incorporation. That...

It's Good Work, If You Can Get It

Corporations may have free speech rights (Citizens United v. FEC, 558 U.S. 310 (U.S. 2010)) but they can't talk. Thus, any deposition testimony must come from the mouths of people who are the agents, employees and directors of the corporation. These...

Hesiod's Theogony tells the story of the birth of the Greek gods. The first gods were not the Olympians, but the Titans (who were in turn the children of Heaven (Oὐρανόσ) and Earth (Γαῖα)). Cronos, the leader of the Titans, feared that his children...

In a short ruling, U.S. District Court Judge Jeffrey S. White recently tackled a claim by a former employer that its departed employee had committed securities fraud when he allegedly failed to disclose that the price offered by his new employer for...

Corporations Code Section 25618 authorizes the Commissioner of Business Oversight to honor requests for interpretive opinions. An interpretive opinion offers far more protection than a no-action letter from the SEC staff. Section 25700 provides...

Unlike the monks of Mt. Athos, I don't adhere to the Julian Calendar (today is October 17, 2013). However, I do remain a traditionalist when it comes to Nevada Day. October 31 is the original date on which Nevada Day was celebrated. In 1999,...

Yesterday's post mentioned a California broker-dealer exemption for mergers and acquisitions specialists - Rule 260.204.5. One astute and observant reader pointed out that California's Real Estate Law may also be an issue. This is an issue that I...

Last June, Congressman Bill Huizenga introduced H.R. 2274 which would amend the Securities Exchange Act of 1934 to provide for a notice-filing registration procedure for brokers performing services in connection with the transfer of ownership of...