California Corporate & Securities Law

When taking a law school exam, you generally have some idea of the legal area being tested. If you show up for a final exam in contracts, you wouldn't expect to be questioned about criminal procedure. Unfortunately, subject areas are not so clearly...

Today, Forbes.com ran my Op/Ed on ISS' recent decision to adopt a one-size-fits-all approach to recommendations on shareholder proposals with respect to political spending disclosures.

Thanks to Kevin LaCroix's The D&O Diary, I was alerted to a recent article by Boris Feldman, a member of Wilson Sonsini Goodrich & Rosati, P.C., in Palo Alto, California discussing developments in class action and other shareholder litigation. Among...

I frequently come across corporations with the wrong number of authorized directors.  California, unlike other states, has some very precise rules and these frequently seem to be missed.

The California Corporate Securities Law of 1968 forbids the offer and sale in this state of any security in an issuer transaction unless the sale has been qualified or the security or transaction is exempt or not subject to qualification. Cal. Corp....

The fallout from the U.S. Supreme Court's decision in Citizens United v. Federal Election Com'n, 130 S. Ct. 876 (2010) continues.  Earlier this week, California State Senator Noreen Evans introduced a bill, SB 982, to require corporations to issue a...

What's So Different About Section 800?

The California Corporations Code carefully defines the the terms "corporation" (Section 162), "domestic corporation" (Section 167), "foreign corporation" (Section 171); and "foreign association" (Section 170). For example, when the legislature...

The Stop Online Piracy Act (SOPA), H.R. 3261, has been attracting a lot of attention lately.  However, here in California, we've been living under the SOPA for better than half a century.