California Corporate & Securities Law

The California General Corporation Law recognizes three subsets of a "reorganization" - a "merger reorganization", an "exchange reorganization", or "sale-of-assets reorganization". Cal. Corp. Code § 181. Chapter 11 of the GCL authorizes and...

Closing arguments are scheduled to begin this morning at 10:00 a.m. (California) in the first trial of the constitutionality of California's female director quota law, SB 826.  The trial began last December before Los Angeles Superior Court Judge ...

The California Department of Financial Protection & Innovation's Broker-Dealer/Investment Adviser (BDIA) program licenses and regulates investment advisers, investment adviser representatives, broker-dealers, and broker-dealer agents. Over the last...

In 2019, I wrote about a then pending proposal, SB 496 (Moorlach), to add broker-dealers and investment advisers to the category of mandated reporters of known or suspected financial abuse of elders or dependent adults. This legislation was later...

Though never a colony of England, California nonetheless has adopted the Common Law of England as the rule of decision in the state's courts (except when repugnant to, or inconsistent with, the Constitution of the United States, or the Constitution...

In the course of thousands of quotidien posts over more than a decade, I have made my share of typographical, grammatical and lexigraphical errors. I always appreciate it when readers point these out so that they can be corrected. This week, several...

Yesterday's post briefly discussed former Chancellor William Chandler's ruling in Fogel v. U.S. Energy Systems, Inc., 2007 Del. Ch. LEXIS 178. In finding that no valid board meeting had occurred, Chancellor Chandler stated "when a director is...

In many closely held corporations, the directors may work side by side nearly every day.  If they all meet  and discuss some action, does that count as a meeting of the board of directors?  

Anyone who has visited the "vast expanse of nothingness" north of Clark County, Nevada has likely crossed what cowboy singer Richard Elloyan calls the "Artemisian seas". The reference isn't to bodies of water, but vast expanses of Big Sagebrush,...