California Corporate & Securities Law

A well-used sales technique is to offer prospective purchasers a free meal.   In fact, the North American Securities Administrators Association has issued this alert to seniors about the dangers associated with a "free lunch". I've sometimes wondered...

Supreme Court Justice Felix Frankfurter once told the following story about Oliver Wendell Holmes, Jr. and Ralph Waldo Emerson. When Holmes at the urging of his father visited the great author, Emerson asked "Young man, have you read Plato?" When...

Nearly two years ago, I began writing about some of the issues related to secondary trading in private company shares. 

Federal and state securities laws are premised on the belief that the government can constitutionally prohibit or limit speech in connection with the offer or sale of securities. At least one issuer has aggressively challenged this premise and has...

Yesterday, Commissioner William R. Haraf announced that he will be leaving the Department of Financial Institutions at the end of this week. Former Governor Schwarzenegger appointed him to the post in 2008. California's profile as a financial...

FINRA's New Rule

Every person who was licensed under the California Finance Lenders Law as of December 31, 2011 must file an annual report with the Department of Corporations. The report is due on or before March 15, 2012. Cal. Fin. Code § 22159(a). The Department...

There are many ways to define a term. Many definitions are "intensional definitions". An intensional definition lays down all of the properties required to meet that definition. For example, Corporations Code Section 185 provides that "Shareholder"...

In December, California Secretary of State Debra Bowen announced that she has certified the first initiative for the November 6, 2012, presidential election ballot. Among other things, this initiative would ban corporations, labor unions and public...