California Corporate & Securities Law

Steven Spielberg's new film, Lincoln, focuses not on the assassination of the President or the end of the Civil War, but on Congress' passage of the Thirteenth Amendment. The film depicts President Lincoln as a skilled, but not overly scrupulous,...

There was no such thing as a limited liability company in 1933, 1934 or even 1968. Thus, Congress and the California legislature had no reason to consider whether a membership interest in an LLC constitutes a security when they drafted the...

Nancy Wojtas at Cooley LLP recently brought an interesting ruling to my attention that involves the interplay between derivative litigation and the attorney-client privilege, IP Telesis Inc. v. Velocity Networks Inc., C.D. Cal. Case No.CV 11-09950...

The Small Business Regulatory Enforcement Fairness Act of 1996, P.L. 104-121, March 29, 1996, provides that before a federal agency rule may take effect, the agency must submit to each house of the Congress and to the Comptroller General a report...

Last month, I mentioned a recent article by Professor Michal Barzuza which described Nevada as applying "a strikingly lax corporate law to its corporations".  Michal Barzuza, Market Segmentation: The Rise of Nevada as a Liability-Free Jurisdiction,...

California's Contractors' State License Law, Business & Professions Code Section 7000 et seq., requires contractors to be licensed unless they are exempt from licensure. Those who perform contracting work without a license run a very real risk of...

In numerous posts, I've discussed California's policy against covenants not to compete as mandated by Business & Professions Code Section 16600. From a different, more positive perspective, California could be characterized as having a strong policy...

The California Air Resources Board has given notice of the first greenhouse gas allowance auction to be held tomorrow (November 14).   Last April, I wrote about the market in "Trading In California’s Greenhouse Gas Allowances – Fraud’s New Frontier?"

The California Department of Corporations administers and enforces numerous state laws, including the Commodity Law, Corporate Securities Law of 1968, Deferred Deposit Law, Escrow Law, Franchise Law, Finance Lenders Law, and Residential Mortgage...