California Corporate & Securities Law

Jacob was in love with Rachel, but he had a problem. What could he offer Rachel's father, Laban, for her hand? Not having much, he offered to work for seven years. Laban seemed to find this acceptable, but when the seven years service was completed,...

As discussed in prior posts, "transacting intrastate business" is not the same as "doing business".  See You may Be Doing Business in California Even When Not Transacting Intrastate Business. The former is what determines whether a foreign...

Occasionally, a corporation may find itself with no directors and no management.  Yet, the corporation does not cease to exist.

Earlier this week, I mentioned the former Public Utility Holding Company Act (aka PUHCA).  Although it was repealed several years ago, the PUHCA remains important as the legal substrate upon which the famous, and still important, Chenery cases were...

In Section 4.13 of  Bishop & Zucker on Nevada Corporations and Limited Liability Companies, we discuss who may be liable on pre-incorporation contracts.  In Hotel Last Frontier Corp., v. Universal Match Co., 358 P.2d 896 (Nev. 1961), the Nevada...

For more than thirty years, I've driven by, but never stopped at, the Roy Rogers and Dale Evans Museum in Victorville, California. The museum eventually relocated to Missouri but reportedly did not survive for long. Despite this notable defection,...

Section 25018 of the California Corporations Code provides a definition of several of the better known federal securities laws:

Ten years ago, there was concern about so-called "expatriate corporations". These were corporations that incorporated in foreign jurisdictions to minimize their tax liability. In reaction to this phenomenon, the legislature added The California...

Lately, I've been reading Theodore C. Bestor's, Tsukiji: The Fish Market at the Center of the World.  Thus, it is no surprise that my thoughts of late have been on piscatorial matters.