California Corporate & Securities Law

Last week, I was in Washington D.C. where I served as the moderator of a panel discussion on current securities law issues for small business. As part of my presentation, I discussed the following list of securities transactions that have not been...

California's Statutory Prohibition on Forced Patronage

In Delaware Court of Chancery “Overrules” Federal Court, I discussed Vice Chancellor J. Travis Laster's opinion in Louisiana Municipal Police Employees’ Retirement System v. Pyott, C.A. No. 5795-VCL (Del. Ch. June 11, 2012). In that opinion, the...

According to the California Franchise Tax Board, a limited liability company classified as a partnership must do all of the following:

In late February, Senator Jerry Hill introduced a bill, SB 538, to substantially amend the Franchise Investment Law.  A few days later, the bill was read for the first time and set for hearing by the Senate Banking and Financial Institutions Committee

Late last month, the Nevada Committee on Judiciary introduced a bill that would, among numerous other things, authorize forum selection provisions in corporate and other Nevada entity charters. If SB 441 is enacted, a management person or owner of...

In January, I wrote about Senator Noreen Evans bill, SB 121, that would require any corporation (as defined)  that has shareholders located in California and that makes a contribution or expenditure (as defined):

In Moss v. Kroner, 197 Cal. App. 4th 860 (2011), the Second District Court of Appeal found that rescission was available to a plaintiff under Corporations Code Section 25504 even though the plaintiff was not in privity with the defendant. Section...

Is It Subversive To Borrow Money From A Foreign Government?