California Corporate & Securities Law

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...

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...