California Corporate & Securities Law

Section 317 of the California Corporations Code authorizes, limits and  in one circumstance even mandates the indemnification of a person by reason of the fact that the person is, or was, an "agent" of the corporation.   The statute defines "agent" as "

Like Gaul, the California Nonprofit Corporation Law has three major parts ("Gallia est omnis divisa in partes tres'). These three parts govern the formation and operation of three different types of nonprofit corporations: public benefit (Part 2),...

Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds. Section 2000 provides an "escape hatch" by which involuntary dissolution may...

Yesterday's post concerned a bill pending in the California legislature that would impose a licensing requirement on persons engaging in "digital financial asset business activity", or holding itself out as being able to engage in "digital financial...

In June, I reported that Assemblymember Grayson had gutted and amended AB 2269 to establish a "Digital Financial Assets Law" to be administered by the Department of Financial Protection & Innovation. The bill was amended earlier this week to, among...

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...