California Corporate & Securities Law

In a forthcoming paper to be published in the Delaware Journal of Corporate Law, former SEC Commissioner Joseph A. Grundfest concludes that the forum selection is a peculiarly California-Delaware pas de deux:

Although California's General Corporation Law is frequently criticized as overly restrictive, it does have one virtue. It is rationally organized. Thus, it begins with a long series of defined terms, starting with "acknowledged" and ending with...

Last Friday, Sacramento Superior Court Judge Michael P. Kenny ruled on demurrers to a petition for a writ of mandamus filed against the Board of Administration of the California Public Employees Retirement System, California Prison Healthcare...

In this March post, I wrote about the problem of indeterminacy created by the legislature's use of the word "includes" in defining terms in the General Corporation Law. "Includes" is usually interpreted in statutes and rules as a term of...

Almost There

The California legislature is taking its summer recess and will reconvene on August 6. Joint Rule 51(b)(2). It will then sit until August 31 which is the last day for either the Senate or the Assembly to pass bills. Cal. Const. Art. IV, §10(c) and...

The California legislature recently passed a joint resolution, AJR 22 (Wieckowski & Allen), that is harshly critical of the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission, 558 U.S. 50 (2010). In that decision,...

On January 1, 2016, the operating agreement of every limited liability company organized under Beverly-Killea Limited Liability Company Act, Cal. Corp. Code §§ 17000 et seq. may be amended. This is no Millerite prophecy. The legislature is poised to...

Dissenters' rights statutes are intended to liberate minority stockholders from the tyranny of the majority. They accomplish this by allowing stockholders who object to specific transactions the opportunity to require the corporation to purchase...