California Corporate & Securities Law

In the transactional setting, lawyers are often concerned with confirming the authority of corporate officers and other agents to bind the corporation. Thus, we often see representations and warranties of due authorization and execution and legal...

The California Finance Lenders Law generally requires that persons "engaged in the business of making consumer loans or making commercial loans" be licensed, unless exempt. Cal. Fin. Code §§ 22100(a) and 22009. The business of making consumer loans...

Yesterday, I wrote about a strategy of not showing up to prevent a quorum from being established at an annual meeting of stockholders. What happens when the Securities and Exchange Commission initiates administrative proceedings against you and you...

While I enjoy studying and thinking about game theory problems, I find that it is often difficult (at least for me) to apply it to "real world" corporate situations. Defining the game, the rules and strategies just seems so much more complicated...

On Wednesday, the Securities and Exchange Commission adopted a rule requiring the national securities exchanges and national securities associations to prohibit the listing of any equity security of an issuer that is not in compliance with the...

Since 2008, a total of 38 banks have failed in California (See this list of failed banks). When this happens, the Federal Deposit Insurance Corporation acts as receiver for the bank. Since the FDIC is also an insurer of the failed bank's deposits,...

Earlier this week, the Commissioner of Corporations issued additional proposed changes to Rule 260.204.9.  As explained in this post, the Commissioner extended the current version of that rule until July 12 of this year. 

In this recent post, I discussed a petition submitted by Professor Lucian Bebchuk and nine other academics asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of corporate...

I've often heard the claim that one reason to incorporate in Delaware is that the courts won't surprise you.  When I hear this, I recall the surprise, and even outrage, in the aftermath of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985) .  See, e.g., ...