A CSL Riddle - When Does A Corporation With Two Shareholders Have No Outstanding Shares?

The Riddle of the Sphinx

How Should Benefit Corporation Directors Make Decisions?

As discussed in this post from last week, Governor Brown has signed into law two bills that each allow for-profit corporations to have purposes that have been historically pursued by non-proft corporations.  AB 361 (Huffman) adds a new part to the...

Two Bills Amend Capital Access Loan Program

With political controversy swirling around the federal government's energy loan guaranty program, many may not realize that California has its own loan guaranty program.  The California Pollution Control Financing Authority administers the California...

Court of Appeal Holds That Employee Indemnification Statute Does Not Reach "First Party" Lawsuits

If you ask a corporate law attorney about indemnification of officers and other corporate agents, she will likely steer you to Corporations Code § 317. Ask an employment law attorney the same question, and she will likely refer you to Labor Code §...

Governor Signs Bill Imposing New Requirements On In-State And Out-of-State Employers Who Pay Commissions

Two score and eight years ago, the California legislature enacted AB 836 (Frew), Stats. 1963, ch. 1088. That legislation requires employers who pay their employees for services in California through commissions to provide those employees with a...

Governor Brown Signs Flexible Purpose And Benefit Corporation Bills - Confusion To Follow

A Tale of Two Bills

Governor Brown Vetoes CalPERS/CalSTRS Gift Limitation Bill

For the last two years, the California Public Employees Retirement System has been dogged by an unrelenting stream of bad news concerning the behavior of its current and former board members and officers.  In the most recent blow, the California Fair...

Warning! The Government May Not Have To Tell You The Truth When It Sells Securities

Last month, the U.S. Treasury issued this press release announcing a secondary public offering of warrants to acquire the common stock of a financial services holding company. The company originally issued the warrants to the Treasury in a private...

They May Be At The Gate, But Lawyers Are Not Gatekeepers

In the sixth century BCE, the king of Clusium (a city in Tuscany) attacked Rome. A one-eyed junior officer, Publius Horatius Cocles, took up the task of defending a key bridge, the Pons Sublicius, when his more senior officers were casting about in...