California Corporate & Securities Law

The California State Bar Act imposes a duty on attorneys to "support the Constitution and laws of the United States and of this state". Cal. Bus. & Prof. Code § 6068(a). Many California legislators are members of the California State Bar, including...

In yesterday's post, I highlighted a new discussion paper arguing that Twitter's leaders threw its stakeholders "under the bus" in favor of the interests of the stockholders. According to the authors, stakeholder governance "refers to the...

Last year, the California legislature enacted statutory changes ostensibly to limit the spread of misinformation and disinformation about COVID-19 by licensed physicians.  2022 Cal. Stats. ch. 938 (AB 2098), SeeCalifornia Legislates Covid-19...

In a forthcoming case study, three scholars advance the accusation that when negotiating the sale of Twitter to Elon Musk, Twitter's leaders "chose to disregard the interests of the company’s stakeholders and to focus exclusively on the interests of...

The internet facilitates crime in the same way it facilitates legitimate business - it lowers transaction costs. With the internet, a fraudster can steal someone's identity and then use that purloined identity to reach thousands of potential victims...

I have no legal news today as I spent the weekend in Caliente, Nevada where I was running in a trail race in Kershaw-Ryan State Park.  The City of Caliente is the only incorporated city in Lincoln County. It was founded as a railroad town over 100...

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited liability company". Cal. Corp....

Last summer, I noted that the California Secretary of State's form of certificate of cancellation for limited partnerships required the statement that upon filing a certificate of cancellation, a limited partnership's powers, rights, and privileges...

Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or...