California Corporate & Securities Law

The Department of Financial Protection & Innovation's website includes a link to an Excel spreadsheet listing the designation of of location(s) for service of legal process on financial institutions. This listing is the result of legislation enacted...

Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights. In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an agreed upon price, or if...

Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State. A foreign corporation that does not transact...

Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty.  See Officer Exculpation Is Old News And Automatic In...

After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens. Even though Mr. Mallory filed suit in...

A few years ago, I happened to be in Dublin, Ireland during Thanksgiving week. Because Thanksgiving is not a traditional Irish holiday, I was surprised to seen that "Black Friday" sales were heavily advertised and that Grafton Street was packed with...

In recent remarks to the 2022 Cato Summit on Financial Regulation, Securities and Exchange Commissioner Mark Uyeda noted the uncertainty of both costs and benefits of ESG investing. With respect to costs, Commissioner Uyeda pointed out that the...

Rule 506(c) under the Securities Act of 1933 allows an issuer to solicit and generally advertise an offering exempt pursuant to Regulation D if:

"Tell me the first tokenThat passed between you and me."