California Corporate & Securities Law

As discussed in yesterday's post, California's sloppily drafted anti-price gouging statute, Penal Code Section 396, is triggered upon the proclamation of a state of emergency by either the President of the United States or the Governor. Immediately...

On January 7, 2025, Governor Newsom proclaimed a State of Emergency in Los Angeles and Ventura Counties due to the fire in the Pacific Palisades and windstorm. This proclamation triggered price the application of California Penal Code Section 396,...

In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from Delaware. On October 31 of last...

I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders. I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and officers. A recent...

Earlier this week, the Securities and Exchange Commission filed a civil complaint in the U.S. District Court for the District of Columbia. The complaint alleges that Mr. Musk in acquiring shares of Twitter failed to file a required beneficial...

California legislators are introducing the first bills in the current biennium.  One of these bills, AB 83 (Pacheco), would add an entirely new division to the California Financial Code. This new division would consist of a single section and this...

As has been widely reported, U.S. District Court Judge Amos L. Mazzant in early December of last year preliminarily enjoined the CTA and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 5049220 (E.D. Tex. Dec. 5, 2024)....

As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada.  These companies include:

American businesses have been experiencing whiplash over the status of the Corporate Transparency Act.  In early December of last year, Judge Amos L. Mazzant preliminarily enjoined the CTA and its implementing regulations.  Texas Top Cop Shop, Inc. v....