California Corporate & Securities Law

It seems to me that when it comes to corporate governance, many are willing to advocate for change but few are willing to do the hard work of analysis of the actual impacts of change. As I like to say, corporate governance has become all...

In February 1991, I wrote a brief article for the South Orange County Chamber of Commerce with the catchy title of "New Statutes Affect Business, Protect Consumer's Privacy". In the article, I discussed two new laws. One of those laws added § 1747.8...

Last week, Assembly Member Curt Hagman introduced AB 571 on behalf of the Business Law Section of the California State Bar. The bill would ease the restrictions on distributions to shareholders, as defined in Corporations Code § 166. These...

In this post from last June, I addressed the unfortunate legislative legerdemain known as the spot bill.  "Yet here’s a spot."  Assembly Member Jared Huffman has continued the practice with his introduction of a AB 361. Because AB 361 in its current...

Last week in this post, I wrote about the California Controller John Chiang's announced intention to sponsor legislation to shut the revolving door between California's two largest public retirement systems, CalPERS and CalSTRS, and the private...

On Valentine's Day, the United States Postal Service announced that it had begun its 2011 fiscal year with a loss of $329 million. In announcing these results, the USPS cited "electronic diversion" as implying "long term structural changes in...

In this post from last November, I mentioned two New Jersey decisions applying New Jersey law rather than the law of the state of incorporation.  Krzastek v. Global Resource Industrial & Power, Inc., No. A-1815-06T2 (N.J. Super. Ct. App. Div. Sept....

Nearly two decades ago, I co-wrote an article describing a new form of business entity - the limited liability company - and pondering whether California would ever enact laws authorizing the organization of LLCs. Bishop & Rizzi, "Are Limited...