California Corporate & Securities Law

Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up appeals to the California Court...

Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. The Nonprofit Corporation...

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations Code makes it unlawful for any person to...

A neophyte to corporate law might ask where is it written in the California General Corporation Law that directors and officers are fiduciaries. The answer is nowhere. In fact, the phrase "fiduciary duty" appears only once in the GCL - in Section...

One popular theory of the corporation is that it is a nexus of contracts.  As Frank Easterbrook and Daniel Fischel pithily pronounced "Corporations are enduring (relational) contracts."F. Easterbrook and D. Fischel, The Economic Structure of...

In February, I wrote that Assembly Member Timothy S. Grayson was taking another run at enacting a Digital Financial Asset Law.  His bill, AB 39, has steadily progressed and is now pending in the Senate.  According to the bill's digest, the bill will "...

Early this week, the California Department of Financial Protection and Innovation issued desist and refrain orders alleging violations by the following individual and entities:

"O, 'tis a fault too too unpardonable!"*

Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations.  In An LLC By Any Other Name Is Still Not...

Nearly a dozen years ago, I wrote a lengthy post on the meanings of "shall" and "will".  In that post, I noted that "shall" is sometimes used, particularly in Bylaws, to mean "may".   I did not consider whether "may" could mean "does".