California Corporate & Securities Law

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...

In a prior post, I wrote about "spot" bills.  So if a legislator thinks of a new idea, why can't he or she simply tack it on to an existing bill?

This morning, the U.S. Supreme Court issued its opinion concerning the constitutionality of the Public Company Accounting Oversight Board (PCAOB). The Court held that the dual for-cause limitations on removal of PCAOB members contravene the U.S....

When a corporation distributes its own securities to its existing shareholders, there is no sale - correct?  Well, maybe not. Corporations Code 25017(f) does exclude from the definition of "sale" any "stock dividend payable with respect to common...