California Corporate & Securities Law

As has been discussed in previous posts, Part 5 of the Corporation Securities Law of 1968 establishes violations and Part 6 prescribes remedies. For example, Corporations Code Section 25401 in Part 5 provides, in part, that it is unlawful for any...

Last May, I wrote with some incredulity about AB 853 (Maienschein) which is ostensibly directed at mergers and acquisitions of grocery and drug stores.  The bill, however, appears to be progressing toward enactment.   As a reminder, the bill provides:

In 2022, the California legislature amended several provisions of the California Revised Uniform Limited Liability Company Act, including Section 17702.01 which lists what must be included in the articles of organization of a California limited...

Historically, a meeting necessarily meant a physical encounter.  Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence of shareholders or their...

In April, I reported on SB 54 (Skinner), a bill that would have required institutional Investors, securities and real estate brokers, and others to report on the diversity status of "founding teams".  At the time, I criticized the bill as being "so...

The Securities and Exchange Commission yesterday adopted new rules requiring registrants to disclose on Form 8-K any cybersecurity incident which they determine to be material. The new Item 1.05 of Form 8-K requires description of the material...

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: