California Corporate & Securities Law

In this post, I wrote about a recent decision by the First District Court of Appeal declaring Financial Code Section 1327 unconstitutional on its face.  Summit Bank v. Rogers, 2012 Cal. App. LEXIS 633 (May 29, 2012). That statute generally makes it...

For several years, I taught a law school class covering sales, personal property leases, and documents of title - Uniform Commercial Code Articles 1, 2, 2A, and 7. At one time, the UCC was the big thing in American law. Now it has become workaday...

In May, I wrote about a rare bird - a request by a legislative committee for priority review of a regulation by the Office of Administrative Law.  See "Not As Rare As An Ivory-Billed Woodpecker, But Still A Rara Avis". Recently, the OAL completed its...

The Eighteenth Century French journalist, Antoine de Rivarol wrote "Ce qui n'est pas clair n'est pas français (what is not clear is not French)".  The same might be said of regulations under California's Administrative Procedure Act. 

Last August, there was a brouhaha about the Securities and Exchange Commission's document destruction procedures.  See "This Time, Record Destruction Claims Are Aimed At The SEC". For the SEC and other federal agencies, the Federal Records Act of...

In a forthcoming paper to be published in the Delaware Journal of Corporate Law, former SEC Commissioner Joseph A. Grundfest concludes that the forum selection is a peculiarly California-Delaware pas de deux:

Although California's General Corporation Law is frequently criticized as overly restrictive, it does have one virtue. It is rationally organized. Thus, it begins with a long series of defined terms, starting with "acknowledged" and ending with...

Last Friday, Sacramento Superior Court Judge Michael P. Kenny ruled on demurrers to a petition for a writ of mandamus filed against the Board of Administration of the California Public Employees Retirement System, California Prison Healthcare...

In this March post, I wrote about the problem of indeterminacy created by the legislature's use of the word "includes" in defining terms in the General Corporation Law. "Includes" is usually interpreted in statutes and rules as a term of...