California Corporate & Securities Law

As mere mortals, we experience time as proceeding in one direction only. We can move forward in time, but never backwards (at least not yet). To illustrate, suppose there are two events, which I creatively call "Event A" and "Event B". If Event A...

Just over a year ago, I posted this piece on California's World War II era Subversive Organization Registration Law. A few months later, the Assembly Committee on Judiciary suddenly introduced a bill, AB 1405, to repeal the law. This may have been...

Every Rule Must Play It's Part, But This Part Is A Sad One

I'm still adjusting to the fact that the Departments of Corporations and Financial Institutions have merged or morphed into the totalitarian sounding Department of Business Oversight.  See DOC and DFI - RIP. Like each of its predecessors, the new...

Two years ago, I wrote about U.S. District Court Judge Dana Sabraw’s opinion in Salameh v. Tarsadia Hotels, 2011 U.S. Dist. LEXIS 30375. The case involved the question of whether ownership interests in individual units of the Hard Rock Hotel San...

In late July, the SEC's Investor Advisory Committee issued a recommendation that the SEC "explore relaxing the 'bona fide nominee' rule embodied in Rule 14a-4(d)(1) . . . to provide proxy contestants with the option (but not the obligation) to use...

When an entity converts into another business form, does a transfer occur? Many California Assessor's offices seem to think so. Therefore, don't be surprised if following a conversion you receive a notice threatening a possible reappraisal of your...

In 1677, the English Parliament enacted a law establishing a legal principle that was eventually adopted by all of the future states of its nascent colonies - the Statute of Frauds.

Suppose a contract includes the following provisions: