California Corporate & Securities Law

I have a particular fondness for Thomas Wolfe because like him I lived in Asheville, North Carolina and later attended Harvard.  In his masterwork, Look Homeward Angel, Wolfe writes about the fictional town of Altamont which is Asheville's...

A little over a year ago, I wrote that California Superior Court Judge Terry Green had found that AB 979 facially violates the Equal Protection Clause of the California Constitution,  Cal. Const. Art. I, § 7.  Crest v. Padilla, L.A. Super. Ct. Case...

The California Corporations Code includes provides for the formation of corporations as well as limited liability companies. However, it does not provide for the formation of limited liability corporations. Oddly, however, the California legislature...

Yesterday, the California Department of Financial Protection & Innovation joined with the Commodity Futures Trading Commission and the Hawaii Department of Commerce and Consumer Affairs, Securities Enforcement Branch in filing suit in U.S. District...

As Vice Chancellor, Leo E. Strine Jr. once declared "Delaware law does not charter law breakers".  In re Massey Energy Co., No. CIV. A. 5430-VCS, 2011 WL 2176479, at *20 (Del. Ch. May 31, 2011). The California General Corporation Law seems to echo...

What if artificial intelligence takes control, could it begin to populate the world with corporations that it has begotten? To answer this question, one must define "artificial intelligence". Although several current California statutes refer to...

I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following:

Yesterday, the California Department of Financial Protection & Innovation published a 74-page report on its oversight and regulation of Silicon Valley Bank.  As explained in this earlier post, the bank was a state chartered bank but the DFPI was not...

Borrowing from the 43rd episode of Seinfeld, entitled "The Pitch", today's post is about nothing. In that episode, George Costanza famously conceives the idea of "a show about nothing". In fact, William Shakespeare preceded George by writing a play...