California Corporate & Securities Law

Yesterday, I wrote about the unfortunate situation of an incorporator dying before the articles of incorporation are filed.  In response, at least two people asked about a different situation.  What do you do when the incorporator dies after the...

One or more natural persons may form a corporation under the California General Corporation Law "by executing and filing articles of incorporation". Cal. Corp. Code § 200(a). A corporation's existence begins upon the second of these acts - the...

I like newspapers, especially the hard copy versions.  I subscribe to three and usually buy a fourth during the course of the day. 

It is hard to believe that it has been more than a quarter century since the Delaware Supreme Court dropped the bombshell of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985). Suddenly, incorporation in Delaware no longer looked like a good idea (at...

Our legal vocabulary is overladen with Latin words and phrases.  Often, I find that they are misspelled.  Today's blog is devoted to some of the more common errors that I've noticed over the years.

Notes on the Facebook fairness hearing

One might not expect that filing a registration statement on Form S-8 could result in a criminal conviction. However, that is what happened to the CEO and CFO of a small public company. They were both convicted of selling securities without...

Nancy Wojtas at Cooley LLP alerted me to an interesting ruling case decided last week by the U.S. District Court for the Eastern District of New York, Gardner v. Major Auto. Cos., 2012 U.S. Dist. LEXIS 118191 (E.D. N.Y. Aug. 21, 2012).

Employers like covenants not to compete; California doesn't.  Anyone who doubts these two propositions should read the opinion issued last Friday by the Fourth District Court of Appeal in Fillpoint, LLC v. Maas, 2012 Cal. App. LEXIS 914 (Aug. 24,...