California Corporate & Securities Law

The concept of a "designated office" is important to both domestic and foreign limited partnerships under California's Uniform Limited Partnership Act of 2008. In order to form a limited partnership under the act, the certificate of limited...

California experiences states of emergencies all of the time due to a wide variety of events, such as wildfires, earthquakes, pandemics, and drought conditions. In many cases, it is not clear when these emergencies end and it may be difficult to get...

In a televised address February, Russian President Vladimir Putin announced a "special military operation" in Ukraine.   He later signed a law that reportedly criminalizes references to events in Ukraine as an "invasion" rather than a "special...

In 2020, the legislature enacted AB 3075 (Gonzalez) which, among other things, requires a corporation or an LLC to disclose in its statement of information filed with the Secretary of State whether any director of the corporation or member or...

Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation. Subdivision (c) of that statute provides that a consent may be revoked...

Yesterday's discussion of an amicus brief filed by 17 law professors in a case challenging SB 826, California's female director quota mandate, reminded me of a related question that I raised a few years ago:

Earlier this year, the trial of one of the challenges to SB 826, California's female director quota law, concluded but Los Angeles Superior Court Judge Maureen Duffy-Lewis has yet to release her decision.  Crest v. Weber, Cal. Super. Ct. Case No....

Over a decade ago, I posited the following question:  "Should a proxy card specify a choice of law?" In a recently issued ruling, Vice Chancellor J. Travis Laster noted in the following lengthy footnote that choice of law can be an important issue...

On Wednesday, President Biden announced that he has nominated Mark Uyeda to serve as a member of the Securities and Exchange Commission. Mark's work history as an attorney at the SEC should equip him well to serve as a Commissioner. He previously...