California Corporate & Securities Law

In my October 2010 post "Don't Talk Trash About A California Bank", I discussed Financial Code Section 756 (subsequently reenacted verbatim as Section 1327). That statute generally criminalizes spreading false rumors about a bank. In my post, I...

The California Constitution (Art. I, § 16) guarantees an "inviolate" right to a "trial by jury".  In a civil case, the right to a jury may be waived by "the consent of the parties expressed as prescribed by statute".  Id. The California legislature...

Corporations form subsidiaries for a variety of purposes. For example, a corporation may form a subsidiary to acquire or hold specific assets or to engage in a merger or other transaction. The sale of shares to the parent is a sale of securities...

Contracts often include clauses requiring the parties to exercise their "best efforts" but don't say what exactly this means.  For example, a merger agreement may require parties to use their best efforts to secure all necessary regulatory approvals.

Corporations Code Section 307(a)(8) sets forth the general voting rule applicable to actions by directors. It provides that the decision made by a majority of directors present at a duly held meeting at which a quorum is present is the act of the...

Typically, corporate bylaws provide that officers serve at the pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors. This right of removal is consonant with the notion that an...

Yesterday morning, the Little Hoover Commission voted to approve the Governor's Reorganization Plan, subject to the members appointed by the Speaker of the Assembly (Mark Vargas) and the Senate Rules Committee (Jonathan Shapiro) reaching agreement...

When I first started practicing law, the idea of the limited liability company had yet to be birthed.  A decade later, I co-authored an article speculating on whether California would enact a limited liability company law: Are Limited Liability...

Crowdfunding Caveats Issued