California Corporate & Securities Law

When directors vote to remove a fellow director, are they exercising their free speech rights? This may seem to be a question that is reserved for courses in legal theory. In California, however, answering the question can determine whether a...

The Governor's Reorganization Plan would demote the Department of Corporations and the Department of Financial Institutions to the status of divisions within the new Department of Business Oversight. The new DBO would report to a new Business and...

The Jumpstart Our Business Startups Act (JOBS Act) is a very modest 9,000+ words. In comparison, the Dodd-Frank Act is a hefty 360,000+ words. Thus, I find the number of technical errors in the JOBS Act to be surprising. One such error is likely to...

The Little Hoover Commission will be considering the Governor's Reorganization Plan at hearings next week in Sacramento.  I'm on the agenda to testify. The Governor is proposing a major reorganization of state consumer and business regulatory...

Since the passage of the National Currency Act during Civil War, banks have had a choice. They could choose a national charter or state charter. I've long been a proponent of the dual charter system because I believe that it introduces regulatory...

Earlier this week, I wrote about the exemption in Corporations Code Section 25102(e) for offers and sales of evidences of indebtedness in transactions not involving a "public offering". This, of course, begs the question of what constitutes a...

In February, I wrote that I had noticed several errors in the PDF version of the Form 10-K posted on the Securities and Exchange Commission's website.  Here's what I found:

California defines a "security" to include an "evidence of indebtedness" in Section 25019. Thus, when someone borrows money, they may be offering and selling a security in the form of an "evidence of indebtedness". I say "may" because "[d]espite...

At some point in their careers, many California corporate attorneys, and not a few lawyers outside the state, have had to confront California's explicit regulation of foreign corporations. Although many provisions of the General Corporation Law...