California Corporate & Securities Law

Administrative law is one of the most useful subjects that someone can take in law school. I say that as someone who has taught the subject. Earlier this week, the California Supreme Court issued an opinion that illustrates exactly why it can be...

"Bank" is a good example of a homonym (same spelling and pronunciation but different meaning), a homograph (same spelling but different meaning) and a homophone (same pronunciation). I can think of at least three different meanings of the word in...

I've always considered majority voting to be a profoundly illogical concept that evidences a fundamental misunderstanding of the mechanics of shareholder voting.

In enacting the Dodd-Frank Act, Congress made it clear to everyone, other than the plaintiffs' bar, that say-on-pay votes were advisory only, did not create or imply any change in fiduciary duties of directors, or create or imply any additional...

From time to time, the Department of Business Oversight posts warnings about fraudulent on-line escrow companies. According to the Department, these fraudsters use stolen identities and credit card numbers to open a Web hosting account. They then...

Over the years, some have promoted the use of so-called "nominee" directors and officers as a means to hide the ownership and control of a corporation. As I mentioned yesterday, the U.S. government has become increasingly focused on the use of...

In 2000, what was then known as the General Accounting Office (now, the Government Accounting Office) warned of possible money laundering by Russian entities using U.S. corporations. The report was addressed to Senator Carl Levin who was then the...

The last two posts have reviewed some of California's rules governing the advertising of securities in California. As we look ahead to general solicitations in Rule 506 offerings, some issuers will undoubtedly be tempted to use celebrity endorsers....

As discussed in yesterday's post, Section 25302 of the California Corporations Code prohibits any person from publishing an advertisement after the Commissioner of the Department of Business Oversight has given notice to that person that she finds...