California Corporate & Securities Law

Last August the Investment Committee of the California Public Employees' Retirement System (CalPERS) approved revisions to its External Investment Resource Conflict of Interest Policy.  A week later, I asked the Office of Administrative Law to make a...

Arbitration continues to be a hot topic for the courts.  See Achilles’ Shield And Judicial Review Of Arbitration Awards and U.S. Supreme Court Holds That State Courts Must Not Assume The Arbitrator’s Role By Declaring Non-Compete Agreements Null And...

In general, the date of filing an instrument under the General Corporation Law is the date on which it is received by the Secretary of State's office.  Cal. Corp. Code §110(a).  There are at least three exceptions to this rule. 

California's analog to the Freedom of Information Act is the Public Records Act, Government Code § 6250 et seq.  In enacting the the Public Records Act, the legislature quite properly found and declared that "access to information concerning the...

As someone who has been writing for decades about Nevada corporate law, it is has been refreshing to see so much academic interest in the state's corporate law.  Last year, Professor Michal Barzuza at the University of Virginia published Market...

Suppose you are a real estate developer with two buildings and you anticipate that investors in each building will have different investment objectives. If the buildings are placed in a single limited liability company, each building will be subject...

Directors With Super Powers

Previously, I've written about the constitutional problem arising from the legislature's attempt to bring all existing LLCs under the newly enacted Revised Uniform Limited Liability Company Act (aka RULLCA).  See California’s New LLC Act – Call Me...

In California, employees who blow the whistle are protected from retaliation by Labor Code § 1102.5(b) which provides: