California Corporate & Securities Law

Over a year ago, Congress directed the Securities and Exchange Commission to amend its rules to permit general solicitations in Rule 506 and Rule 144A offerings.  The SEC failed to meet Congress' deadline by over a year.  See The Most Important Thing...

The doctrine of collateral estoppel may seem to be a more fitting subject to a blog devoted to civil procedure than corporate law.  However, the doctrine can have important ramifications in the corporate setting as I noted this past April in Delaware...

Two years ago and in light of a daunting structural budget deficit, Governor Jerry Brown issued Executive Order B-06-011. His order banned both in-state and out-of-state travel by government agencies unless it was "mission critical". According to...

Last week, I covered the choice of law issue in FDIC v. Faigin, 2013 U.S. Dist. LEXIS 94899 (C.D. Cal. July 8, 2013) and promised more, When The Parent Is A Blue Hen And The Subsidiary Is A 49er, What Law Governs?

Swart Enterprises, Inc. is an Iowa corporation. It operates a farm with some 60 acres of crop land in Kansas. Swart has no physical presence in California. It owns no real or personal property in California. It has no California employees. Swart's...

With most publicly traded companies choosing to incorporate in Delaware, corporate officers are likely to assume that they have the benefit of Delaware law.  Assumptions sometimes can be wrong.

Recently, I came across the following assertion:

Congress enacted Section 409A of the Internal Revenue Code in 2004.  Given the statute's complexity, the expense associated with compliance and its iron-fisted results, I've been amazed that there hasn't been a greater clamor for its repeal.

I'm tempted to begin this post with the following: