California Corporate & Securities Law

UCLA Law Professor Stephen Bainbridge recently answered the question of whether shareholders may remove a corporation's chief executive officer and chairman of the board from a Delaware perspective. Like Delaware, California provides a statutory...

The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp. Code § 17701.02(v)) on...

Section 17701.10 of  California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes:

The California Secretary of State's online Business Search is easy to use and provides quick access to key corporate documents.  According to the Secretary of State, Business Search provides freeaccess to PDF copies over 17 million business entity...

Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the...

California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date. I very seldom encounter such a provision in my practice. What happens...

Sections 17200 to 17210 of the California Business and Professions Code are commonly referred  to as the unfair competition law. Stop Youth Addiction, Inc., v. Lucky Stores, Inc., 17 Cal.4th 553, 558, fn. 2 (1998). The UCL law, however, is not...

California law sometimes adopts an odd view of the natural world.  For example, California considers clams and crabs to be fish.  Cal. Fish & Game Code § 45.  See In California, A Snail Is Sometimes A Fish And A Goldfish Isn't. Then the Court of Appeal...

Readers may recall that last December, President Biden signed the Consolidated Appropriations Act of 2023, HR 2617. This legislation included a statutory exemption for mergers and acquisition brokers. 15 U.S.C. § 78(o)(b)(13). That exemption took...