California Corporate & Securities Law

Regulation S has been available for two decades. The rule establishes nonexclusive safe harbors for offers, sales and resales of securities outside the United States. Over the years, many foreign and domestic issuers have relied upon the rule to...

Last week, I mentioned that the Department of Corporations' source of money is a special fund in the state's budget. This special fund is known as the "State Corporations Fund" and it typically receives the bulk of its cash inflows from licensing...

Earlier today, the Securities and Exchange Commission issued its final pay-to-play rule. Among other things, the rule prohibits investment advisers from providing advisory services for compensation to a government client for two years after the...

When forming a subsidiary corporation, many lawyers rely on the exemption contained in Corporations Code Section 25102(f) or upon federal preemption via Corporations Code Section 25102.1(d). Both of these sections require the filing of a notice with...

As noted in a post last Friday, employees at the Department of Corporations have returned to working on the first three Fridays of each month. This is good news for state employees because they will now get paid for those days. However, this good...

California began a new fiscal year on July 1 without a budget (again).   The California Constitution (Art. IV, Sec. 12(c)(3)) is very clear:  "The Legislature shall pass the budget bill by midnight on June 15, of each year."

In recent blogs, I've attempted to explain the reasons for a phenomenon that we'll be seeing from now until August 31. Why August 31? We are in the second year of the biennium of the legislative session. Under the California Constitution (Art. IV,...

Speaking of professional services, the Beverly-Killea Limited Liability Company Act generally does not authorize domestic and foreign limited liability companies to engage in professional services. Consequently, a limited liability company cannot...

Le v. Pham, 180 Cal. App. 4th 1201 (2010) dates all the way back to January of this year but is still worth noting. In this case, the Court of Appeal held that the shareholders in a professional corporation had a fiduciary duty to the other...