California Corporate & Securities Law

In a 108-page post-trial order issued a few weeks ago, Vice Chancellor Leo E. Strine, Jr. dealt a major blow to the California Public Employees Retirement System (CalPERS), Senior Housing Capital, LLC v. SHP Senior Housing Fund LLC, C.A. No. 4586-CS...

Once upon a time, an independent accounting firm learned from a law enforcement source that its publicly traded client and two of its directors had committed illegal acts of a serious nature. The accounting firm contacts the source who advises...

Corporations Code Section 25401 is the general anti-fraud provision of the Corporate Securities Law of 1968. Section 25504.1 makes a person jointly and severally liable for a violation of Section 25401 if that person "materially assist in [the]...

Corporations Code Section 313 generally provides that in the absence of actual knowledge of lack of authority, a contract executed by a corporation is not invalidated by any lack of authority of the signing officers provided the contract has been...

The California General Corporation Law has imposes a single qualification to serve as a director - the person must be a "natural person". Cal. Corp. Code § 164. Nevada's for-profit corporation law adds the additional requirement that a director must...

The Financial Industry Regulatory Authority, more commonly known as FINRA, has adopted a Code of Arbitration for Customer Disputes (FINRA has a separate code for industry disputes). Under FINRA's Customer Code, a claim by or against an inactive...

When I joined the Department of Corporations, it had no website.  I remember reviewing possible designs for a site.  Now, it seems hard to imagine that there was a time when state agencies didn't have websites.  Today, the Department's website is a...

The California Corporations Code endows corporations with certain rights, including the right to "adopt, use and alter" a seal. Cal. Corp. Code § 207(a). The Corporations Code does not define a "seal" but the Code of Civil Procedure does. Under...

Yesterday's post discussed virtual currencies (e.g., Bitcoin) and the General Corporation's law prohibition on issuing or putting into circulation money. But what exactly is money? The General Corporation Law has no answer. I'm aware of at least...