California Corporate & Securities Law

California has not one, but two franchise laws.  The Franchise Investment Law ("FIL"), Corporations Code Section 31000 et seq., is administered and enforced by the the Commissioner of Corporations. The Franchise Relations Act ("FRA") is located in...

It's been three years, but the Supreme Court's decision in Citizens United v. Federal Election Comm'n, 558 US 50 (2010) continues to foment a fierce debate about corporate political spending. In February, Representative Adam Schiff of California...

Yesterday, the Securities and Exchange Commission announced that it had filed a civil complaint against a California lawyer for "churning out baseless legal opinion letters for penny stocks through his website without researching and evaluating the...

The Mentor Blog this week noted the publication of a recent study of Blue Sky exemptions covering private resales.  The study was prepared by SecondMarket, which describes itself as an "online marketplace for illiquid assets". The study was submitted...

The state, of course, likes to see corporations pay their taxes. When a corporation fails to do so, "the corporate powers, rights and privileges of a domestic taxpayer may be suspended, and the exercise of the corporate powers, rights, and...

In yesterday's post, I mentioned Professor Joan Heminway's recent essay on crowd funding. She notes that some crowd funding arrangements may "may look less like investment instruments commonly known as common stock or debentures, and more like...

In a recently published essay, Professor Joan Heminway asks "What is a Security in the Crowdfunding Era?"  She observes:

In corporate groups, who employs whom may not be entirely clear. For example, an employee may have an employment agreement with a subsidiary but think of herself as being employed by the corporate parent. The identity of the employer may be...

Questions about the use of finders have bedeviled transactional lawyers for years. The need for finders is the unintended consequence of the federal and state securities law exemptions that are conditioned on the absence of a general solicitation....