California Corporate & Securities Law

Because this is the second year of California's current legislative biennium, the legislature went into final recess on August 31. J.R. 51(b)(3). This does not mean, however, that the legislature has adjourned. A recess is a temporary suspension of...

Last week, Governor Gavin Newsom vetoed AB 2269 (Grayson) which would have created a "Digital Financial Assets Law" to be administered by the Department of Financial Protection & Innovation.  The Governor in his veto message asserted that it would...

California's Limited Liability Company Act provides that when an LLC is a manager-managed limited liability company, as defined in Corp. Code § 17701.03(o), every manager is an agent of the LLC for purposes of its business or affairs. Cal. Corp....

In June, I and many others took note of an opinion issued by the California Court of Appeal that concluded a bumble bee could be designated as a fish as defined by Section 45 of the California Fish & Game Code. Almond All. of California v. Fish &...

In this post yesterday, John Jenkins took aim at issuer's that characterize themselves as "leading".  He notes that the SEC Staff has and continues to comment on such characterizations.  I think that in some casesthese comments are a waste of time...

This spring, John Jenkins reported that the Securities and Exchange Commission staff now declines to declare effective a registration statement if the issuer does not provide a physical address on the cover page of its registration statement in...

An individual formed a nonprofit public benefit corporation, Xi'an Jiaotung University Alumni Association of Norther California by filing articles of incorporation with the California Secretary of State.  Thereafter, he filed statement of information...

Five years ago, I noted that the Nevada Supreme Court had adopted New York's more deferential approach for assessing special litigation qualifications in Auerbach v. Bennett,393 N.E.2d 994 (N.Y. 1979) over that of the Delaware Supreme Court in ...

The City of Oakland was not happy with the decision of the Oakland Raiders football team to move to Las Vegas, Nevada and it was filed a lawsuit alleging that it was a third party beneficiary of the league's relocation policies. In an opinion...