California Corporate & Securities Law

Corporations often amend their articles of incorporation to create one or more new classes of securities. These newly created classes often have priority over the previously issued and outstanding shares. Does the amendment or issuance of these...

California's Unruh Civil Rights Act, Civil Code Section 51, generally provides that all persons within California are free and equal, regardless of their sex, race, color, religion, ancestry, national origin, disability, medical condition, genetic...

Corporations Code Section 25701 is California's anti-waiver statute. It provides that "Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of this law or any rule or...

Last December, I briefly discussed whether a forum selection bylaw with respect to officers and directors would pass muster as a contractual choice of law.  See A Forum Selection Clause Issue That You May Not Have Heard About Until Now. It also...

Nevada's legislature meets in regular session every other year for 12o consecutive calendar days.  Nev. Const. Art. II, § 4 and NRS 218A.078.  Although the 77th session does not start until February 4, legislators are already introducing bills.

Conversion can be a sensitive subject for some. In California, corporate conversions are a relatively new phenomenon, having made their first appearance with legislation enacted in 2002 (SB 399 (Ackerman)). The General Corporation Law (GCL) rather...

On August 3, 2011, a group of leading academics, including Harvard Law School Professor Lucian A. Bebchuk,  submitted this petition for rulemaking to the Securities and Exchange Commission. The petitioners asked the SEC to adopt rules requiring...

On February 18 2005, Congress enacted the Class Action Fairness Act (CAFA), P.L. No. 109-2 (28 U.S.C. §§ 1332(d), 1453, and 1711 – 1715). In enacting the CAFA, Congress sought to protect consumers and investors from settlements in which plaintiffs'...

If I told you that all 10% owners owe a fiduciary duty to the corporation, I'd be surprised if you weren't surprised.  However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v. Bulldog Investors...