California Corporate & Securities Law

Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines "director" to mean a natural...

While the California Financing Law defines "finance lender", it does so in a very open-ended and nonspecific manner. Cal. Fin. Code § 22009 ("'Finance lender' includes any person who is engaged in the business of making consumer loans or making...

Statutory time periods can be ambiguous.  For example, what does "six months" mean when one month has 28 or 29 days, other months have 30 days and still others have 31 days. 

Beginning in January, "covered entities" will be prohibited from charging specified fees in connection with a commercial financing transaction with a "small business" or "small business" owner.  Cal. Stat. ch. 881 (SB 666). Although relatively brief,...

In 2016, I wrote about the Nevada Supreme Court's refusal to "blue pencil" non-compete agreements so as to make them enforceable.  Golden Road Motor Inn, Inc. v. Islam, 132 Nev. 476, 488, 376 P.3d 151, 159 (2016).  The Nevada legislature was not in...

Yesterday's post concerned discussed Lagrisola v. North American Financial Corp., 2023 WL 7273708 (Nov. 3, 2023), in which the Court of Appeal held that a borrower had failed to plead a cause of action against an unlicensed lender under Section...

Section 22100 of the California Financial Code prohibits persons from engaging in the business of a finance lender or broker without obtaining a license from the California Commissioner of Financial Protection & Innovation. Section 22751 provides...

In the high and far-off times, physical delivery was the only option of providing documents to the other side. Before copy machines, an agreement would be written and then rewritten on the same page. The two copies would be separated by cutting them...

When the Securities and Exchange Commission proposed to adopt a rule a rule requiring issuers to report day-to-day share repurchase data once a quarter and to disclose the reason why the issuer repurchased shares of its own stock, I submitted a ...