California Corporate & Securities Law

California's Contractors' State License Law, Business & Professions Code Section 7000 et seq., requires contractors to be licensed unless they are exempt from licensure. Those who perform contracting work without a license run a very real risk of...

In numerous posts, I've discussed California's policy against covenants not to compete as mandated by Business & Professions Code Section 16600. From a different, more positive perspective, California could be characterized as having a strong policy...

The California Air Resources Board has given notice of the first greenhouse gas allowance auction to be held tomorrow (November 14).   Last April, I wrote about the market in "Trading In California’s Greenhouse Gas Allowances – Fraud’s New Frontier?"

The California Department of Corporations administers and enforces numerous state laws, including the Commodity Law, Corporate Securities Law of 1968, Deferred Deposit Law, Escrow Law, Franchise Law, Finance Lenders Law, and Residential Mortgage...

Today's post is devoted to what may seem an unlikely question: should the articles of incorporation define "officers"? This is an unlikely question because it is the bylaws that typically identify the titles of officers and their duties. Cal. Corp....

As discussed in this post, I had petitioned the Office of Administrative Law for a determination that the Statement of Investment Policy for External Investment Resource Conflict of Interest adopted by the California Public Employees' Retirement...

When interpreting an indemnity provision, whether in the articles of incorporation, bylaws or a separate agreement, the first question might be what does "indemnity" mean?  Etymologically, "indemnity" is derived from the Latin words in (not) and ...

In yesterday's post, I considered the fundamental question of why indemnification provisions are included in articles of incorporation. State general corporation laws typically contain express provisions empowering or authorizing corporations to...

Over the years, I've read many articles of incorporation that include provisions relating to indemnification of officers, directors and others. Today's post will cover a few questions and observations that have occurred to me over the years. I'll...