California Corporate & Securities Law

Historically, the alter ego doctrine has been applied to hold a shareholder or shareholders liable for the claims made against the corporation. In general, two requirements must be met for the doctrine to be applied. First, there must be such a...

A California bill, AB 2098 (Low), appears to be moving towards passage in the next two weeks. The bill would make the spreading of misinformation, as defined, or disinformation related to COVID-19, including false or misleading information regarding...

Having read Professor Stephen Bainbridge's post about the origins of the judicial doctrine that directors must act on an informed basis, I passed along a reference to the California Supreme Court's in Fox v. Hale & Norcross Silver Mining Co., 108...

Not too long ago, the Third District Court of Appeal held that a bumblebee is a fish.  This week, the Third District Court of Appeal concluded that a pizza oven is not a "thing of value".  Dep't of Alcoholic Beverage Control v. Alcoholic Beverage...

Eureka, Nevada was once known as the "Pittsburgh of the West". Today it describes itself as the "Friendliest Town on the Loneliest Road in America". Eureka never had any steel mills, but it was often shrouded in smoke . The smoke came not from...

Section 25102.5 of the California Corporations Code exempts from the issuer qualification requirement of the Corporate Securities Law of 1968 a "transaction" that is the sale of: (i) a series of notes secured directly by an interest in the same real...

As the current California legislative biennium enters its closing weeks, SB 260 (Wiener & Stern) is moving forward despite strong opposition from business groups.  As has been previously noted in this space, the bill would require any U.S.-based...

Although I have yet to encounter the situation, California provides a mechanism for a corporation formed under the General Corporation Law to become a nonprofit religious corporation. Since religion is involved, it may come as a surprise that no...

Nevada's voters decriminalized adult recreational use of marijuana by voter initiative.  See Secretary of State, Statewide Ballot Initiative Question No. 2, 14 (Nov. 8, 2016, effective Jan. 1, 2017). Marijuana nonetheless remains illegal under...