California Corporate & Securities Law

Earlier this month, the California Secretary of State warned of yet another phishing scam. Criminals typically phish by associating themselves with legitimate businesses. Their goal is to obtain personal information that can be used to steal your...

The California General Corporation Law authorizes board action by written consent. Cal. Corp. Law § 307(b). Sometimes, I've been asked about signing an email consent. Section 17 of the Corporations Code (which governs, but is not part of the General...

Article III, Section 3 of the California Constitution declares that the powers of state government are legislative, executive and judicial. Section 3 then explicitly provides that "Persons charged with the exercise of one power may not exercise...

Because the California Corporations Code requires that the business and affairs of a corporation be managed by or under the direction of its board of directors, any decision of whether a corporation should bring suit on behalf of the corporation is...

In notorious defiance of the California Constitution, the legislature in 2002 established the Victims of Corporate Fraud Compensation Fund.  See Victims of Corporate Fraud. The purpose of the fund is to provide "restitution to the victims of a...

Last August, the Department of Corporations approved the acquisition of Instagram, Inc. by Facebook, Inc. following a fairness hearing.  See DOC Calls It Fair.  According to this Los Angeles Times story by Salvador Rodriguez, Facebook officially...

Section 25400(d) of the California Corporations Code declares it unlawful for any broker-dealer or "other person selling or offering for sale" to make a false or misleading statement for the purpose of inducing the purchase or sale of a security if...

Justice Russell C. Ostrander: “judges are not business experts." Dodge v. Ford Motor Co., 204 Mich. 459, 508 (1919) 

The Nevada Securities Law (Chapter 90 of Nevada Revised Statutes) is administered and enforced by the Securities Division of the Nevada Secretary of State.  Last week, Nevada Secretary of State Ross Miller issued this press release warning investors...