California Corporate & Securities Law

When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California Secretary of State's office....

My email inbox has been flooded with questions about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024)....

Professor Stephen Bainbridge has offered a rebuttal to my observation that Delaware's corporate law is inaccessible to everyday observers. He posits that inaccessibility is a "feature not a bug". As an example, he describes a merger transaction rife...

Under California Penal Code Section 496(a) a person who buys or receives any property that has been stolen or that has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or obtained, is subject to...

Professor Stephen Bainbridge recently took note of a draft essay by Yale Law School Professor Jonathan R. Macey, Delaware Law Mid-Century: Far From Perfect but Probably Not Leaving for Las Vegas.  Professor Macey posits that while Delaware has a...

Under the Corporate Transparency Act, reporting entities formed before January 1 of this year must file their beneficial ownership information reports with the Financial Crimes Enforcement Network (aka the FinCEN). As this deadline nears, I have...

On May 29, 1453 the walls of Constantinople had stood unbreached for more than a thousand years.  Yet on that day, the army of Sultan Mehmed II was able to force entry into the city through the Gate of St. Romanus.  The Byzantine Emperor Constantine...

It cannot be gainsaid that the Corporate Transparency Act has been a major headache for millions of business entities.  The CTA is part of the William M. (Mac) Thornberry National Defense Authorization Act (NDAA) for Fiscal Year 2021, Pub. L. No....

Yesterday's edition of the Los Angeles Daily Journal included an above the fold headline proclaiming "growing chorus for state constitutions should be taught in law schools". I don't recall such a course being offered when I was in law school more...