California Corporate & Securities Law

Yesterday, I mentioned Section 18-1104 of the Delaware Limited Liability Company Act which provides the following default rule: "In any case not provided for in this chapter [Chapter 18, Title 6], the rules of law and equity, including the law...

Recently, UCLA Law School Professor Stephen Bainbridge posted this response to the question of "How far will Delaware courts allow an agreement to permit self-dealing in an LLC?" How would this question be answered with respect to a Nevada limited...

As I continue to explore the classical world, I'm frequently reminded of how little the basics of life have changed. In part, this is due to the huge debt that we owe to the Greeks and Romans in the fields of philosophy, government, law and...

In the distant past, agreements were reached and performed contemporaneously. Our ancestors would meet, negotiate an exchange of meat for hides, and be on their way. Without writing, most deal making was necessarily consigned to exist only in the...

On May 9, 2012, Cost Plus, a California corporation, and Bed Bath & Beyond, a New York corporation, issued this press release announcing their agreement for BB&B's acquisition of Cost Plus. The acquisition was to be effected by a cash tender offer...

I find that many California mergers and acquisition lawyers are more comfortable dealing with Delaware than California corporate law. However, there are still many thousands of California corporations that may be in the market to acquire or be...

Last month, I wrote that the California Public Employees Retirement System had proposed personal trading regulations. Due to a glitch at CalPERS, I (and possibly others) did not receive notice of the proposed rulemaking prior to the end of the...

Tomorrow, the Assembly Judiciary Committee will hear several important bills that passed out of the Senate:

A REIT is an acronym for Real Estate Investment Trust, although the term more properly refers to tax status than a specific entity type.  For a variety of reasons, a REIT may involve several different types of entities.  The raison d'être of REITS is...