California Corporate & Securities Law

Last week, the California Department of Financial Protection & Innovation issued a warning about yet another fraudster's attempt to separate investors from their money:

Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial:

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law. As with most generalizations, however, there are exceptions. For example, Section 702(a) of the...

In a recent blog post on the Business Law Prof Blog, Tulane Law professor Ann M. Lipton opined:

John Jenkins at DealerLawyers.com writes today about a decision by Vice Chancellor J. Travis Laster concluding that disparate voting rights based on the identity of the holders is permitted by the Delaware General Corporation Law.   Colon v. Bumble,...

Article I, Section 10 of the United States Constitution prohibits a state from passing any law impairing the obligation of contracts. A similar prohibition is found in Article 1, Section 9 of the California Constitution. This prohibition extends to...

The California Department of Financial Protection & Innovation recently posted its 2023 Annual Report to the Legislature regarding its broker-dealer and investment adviser programs. The report's title is a bit of a misnomer as most of the data in...

Since at least 1941, California has declared, with certain limited exceptions, that every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void". Cal. Bus. & Prof. Code §...

Section 908 of the California Corporations Code provides that when a California corporation files a certificate of amendment, the articles of incorporation shall be amended in accordance with the certificate and any stock split, reverse stock split,...