California Corporate & Securities Law

Yesterday, the California Department of Financial Protection & Innovation announced that it had issued a desist and refrain order against Coinbase, Inc. The order alleges that Coinbase's staking rewards program involved the the offer and sale of...

I have been writing about a bill, SB 261, that would would require businesses to prepare and submit climate-related financial risk reports.  See  California Greenhouse Gas Emissions Bill Advances Despite Substantial Opposition And Constitutional...

Over the years, I have commented on the fact that the California Court of Appeal has yet to apply In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) to the directors of a California corporation.  See Still No California Caremark? and ...

I play the five string banjo, but not well at all.  Steve Martin plays the banjo very well and he also writes songs for the banjo.  One of those songs, Daddy Played The Banjo, ends with these lines:

The California State Teachers’ Retirement System ("CalSTRS"), formed two Delaware limited liability companies for the purpose of purchasing and holding title to two investment properties in Alameda County, California. CalSTRS was the sole member of...

California limits the amount of interest that may be charged on loans and forbearances. While that is the general rule, there are numerous statutory exemptions. One of those exemptions can be found in California Corporations Code § 25118(b) which...

"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets.  In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside reverse veil piercing,...

The California Revised Uniform Limited Liability Company Act contemplates requires that a California LLC have at least two types of offices - a principal office and a designated office. 

The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal office. Cal. Corp. Code...