California Corporate & Securities Law

Yesterday's post covered a recent California Court of Appeal decision holding that a corporation mooted its appeal when it filed a certificate of dissolution with the California Secretary of State stating that it was devoid of any assets, debts or...

In July 2009, the Mongols Nation Motorcycle Club, Inc. planned to hold its annual convention in Lancaster, California. Allegedly, the mayor was not pleased with the prospect of hosting a social and fraternal organization with an emphasis on riding...

Yesterday, I discussed California's approach to insider trading.  The offense is defined in Section 25402 of the California Corporations Code while the remedy (in the case of certain corporations) can be found in Section 25502.5.

In this recent post, Professor Stephen Bainbridge noted that the attorneys defending former hedge fund manager Doug Whitman have argued for the application of California law with respect to fiduciary duties.  He cites this Wall Street Journal Law Blog

In this post, I wrote about a recent decision by the First District Court of Appeal declaring Financial Code Section 1327 unconstitutional on its face.  Summit Bank v. Rogers, 2012 Cal. App. LEXIS 633 (May 29, 2012). That statute generally makes it...

For several years, I taught a law school class covering sales, personal property leases, and documents of title - Uniform Commercial Code Articles 1, 2, 2A, and 7. At one time, the UCC was the big thing in American law. Now it has become workaday...

In May, I wrote about a rare bird - a request by a legislative committee for priority review of a regulation by the Office of Administrative Law.  See "Not As Rare As An Ivory-Billed Woodpecker, But Still A Rara Avis". Recently, the OAL completed its...

The Eighteenth Century French journalist, Antoine de Rivarol wrote "Ce qui n'est pas clair n'est pas français (what is not clear is not French)".  The same might be said of regulations under California's Administrative Procedure Act. 

Last August, there was a brouhaha about the Securities and Exchange Commission's document destruction procedures.  See "This Time, Record Destruction Claims Are Aimed At The SEC". For the SEC and other federal agencies, the Federal Records Act of...