California Corporate & Securities Law

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...

Yesterday, I discussed several vulnerabilities of exclusive forum bylaws should they be challenged in California. The California General Corporation Law includes many provisions that expressly subject foreign corporations to the jurisdiction of...

Forum selection bylaws are likely to become even more popular after this week's decision in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013). In that case, Chancellor Leo E. Strine, Jr. found...

In China's Hunan province, a written syllabic script was created, used and understood only by women.  This script is called NüShu (女书), meaning woman's book.  As far as I know, NüShu is the only exclusively gender based written language to have ever...

"Today I'd like to tell you a little bit about the color green . . ."

I've previously remarked on the different usages attached to the word "adjourn". Often a meeting will end with a motion to adjourn. Sometimes, a meeting will be prorogued - that is, continued to another date. "Adjourn" is derived from the Latin...