California Corporate & Securities Law

As most securities lawyers know, California requires that the offer and sale of securities in an issuer transaction must be qualified unless the security or transaction is exempt or not subject to qualification. Cal. Corp. Code § 25110. The number...

Lawyers are very fond of using the word "shall" in articles of incorporation, bylaws and agreements. Using "shall" instead of "will" seems to add a certain level of formality (or perhaps pretension). It may also be intended to convey the meaning...

The fundamentals of corporate action can seem about as interesting as flossing.  Yet, the failure to attend to either is likely to result in unpleasant consequences as one lawyer recently discovered in Winterton v. Humitech of No. Cal., LLC, 2011...

In this week's issue of Compliance Week, Tammy Whitehouse writes about the SEC's recent enforcement action against Koss Corporation and Michael J. Koss, its Chief Executive Officer and former Chief Financial Officer.  According to the SEC's complaint...

In 1967, the California legislature enacted Penal Code § 632 as part of the "California Invasion of Privacy Act".  The statute imposes liability on "Every person who, intentionally and without the consent of all parties to a confidential conversation...

Corporate lawyers are very familiar with the terms "common" and "preferred" in describing classes of corporate stock. The use of these terms is so habitual that many lawyers may be unaware that the California legislature has taken the time to define...

On Tuesday, I wrote about  CalPERS' adoption of updated governance principles, including this new Principle 6.5:

Anyone who is familiar with California knows that water is the key to its agricultural abundance and vast urban spaces. It should be no surprise then that the legislature has devoted significant attention to corporations dedicated to the delivery of...