Does The SEC's Jurisdiction Really Extend To Any Person?

Last week, the Securities and Exchange Commission announced that it had settled charges against a broker-dealer and two investment advisers for impeding their clients from reporting securities law violations to the SEC. According to the SEC, the...

Looking For A Drink At 3 A.M.? Soon, You May Find One Here

California law provides that any licensee of the Department of Alcoholic Beverage Control or agent or employee of the licensee, who sells, gives or delivers to any person any alcoholic beverage between the hours of 2 a.m. and 6 a.m. of the same day,...

Foreign Corporations Filing Actions In California May Be Required To Post Bonds When Domestic Corporations Are Not

Under Section 1030 of the California Code of Civil Procedure, a defendant may at any time apply to the court by noticed motion for an order requiring the plaintiff to file an undertaking to secure an award of costs and attorney’s fees which may be...

Has Your Corporation Unwittingly Agreed To Indemnify Its "Executives"?

The "usual suspects" when looking for director and officer indemnification requirements are:

California Caps Legislative Session By Sending A Weird Hedge Fund Bill To The Governor For A Possible Signature

Last month, I commented on the "weird" definition of "hedge fund" in AB 3129 (Wood).  On the last day of the current session, the legislature passed the bill.  It is now on Governor Newsom's desk.

When Two Corporate Laws Diverge, Does Choosing One Make All The Difference?

In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law". For the title and theme of her article, Professor...

The Importance Of Calling

The validity of a board meeting hinges on three things - a quorum, notice and call. Many lawyers focus on the first two and may overlook the third. For California and Nevada corporations, the question of who may call a meeting of the board is...

Why Taking A Doughnut, A Danish, and A Bagel Might Or Might Not Invite Gluttony - How Should The List Of Exceptions In Section 25103(e) Be Understood?

Yesterday's post concerned the exemption from the qualification requirement of the California Corporate Securities Law for most changes in the rights, preferences, privileges, or restrictions of outstanding securities found in Corporations Code...

Is A Change In Transfer Restrictions In A Shareholder Agreement Subject To Qualification?

A recent post discussed whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law of 1968. For the purpose of that discussion, it is important to recognize that not every “shareholders...

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