California Corporate & Securities Law

Yesterday, the California Court of Appeal found substantial evidence in the record to uphold a trial court's decision to add an affiliated corporation as a judgment debtor under the "single enterprise" theory.  Toho-Towa Co., Ltd. v. Morgan Creek...

Yesterday's post concerned the attorney-client privileged issues in Vice Chancellor J. Travis Laster's recent decision in Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013).  I found another statement in the decision even more intriguing -

A few months ago, Vice Chancellor J. Travis Laster issued an interesting decision involving director inspection rights and the attorney-client privilege.  Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). Previously, I had posted on two...

Historically, the Governor appointed California's Commissioners of Corporations. Cal. Corp. Code § 25600. Today, the Governor still appoints the head of the new Department of Business Oversight. Having served as a Commissioner, I believe that it is...

SEC Misreads The Dodd-Frank Act

Section 25019 of the Corporations Code defines "security" broadly by listing a broad range of items that is substantially, but not exactly, the same found in Section 2(a)(1) of the Securities Act of 1933.  See “Security” Definitions In CSL And ’33...

When a certificated security has been lost, destroyed or wrongfully taken, the issuer has an obligation to replace that certificate if the owner:

Last week, Professor Stephen Bainbridge posted this response to my post on post on exclusive forum selection bylaws in light of Chancellor Strine's opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, 2013 Del. Ch. LEXIS 154...

Effective today, the Department of Corporations and the Department of Financial Institutions have "merged" to form the Department of Business Oversight in accordance with the Governor’s reorganization of state departments. The new website is...