California Corporate & Securities Law

The California Corporations Code is a strange place to look for guidance on the rights and obligations of spouses during marriage. However, Section 721(b) of the Family Code provides that the relationship between spouses "is a fiduciary relationship...

The private corporation laws of both California and Nevada both authorize the formation of committees. Cal. Corp. Code § 311 & NRS 78.125. There are some differences, however. California requires that any committee of the board consist of at least...

Section 155 of the California Corporations Code somewhat circularly defines "board" as "the board of directors of the corporation". But why does the General Corporation Law and the corporation laws of other states refer to the group or body of...

In 2005, Nevada stopped issuing ceremonial charters to corporations when it introduced its e-SOS processing system. A ceremonial charter is basically a charter printed by the Nevada Secretary of State's office on colored paper that is suitable for...

Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading. This case was unusual because Mr. Panuwar did not trade in the securities of his employer, Medivation, or its yet-to-be...

The California Secretary of State's website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability companies and limited...

California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met:

Recently, some companies have taken the position that they do not have a principal executive office in their filings with the Securities and Exchange Commission.  I noticed, for example, that the Form 8-K filed by Activision Blizzard, Inc. announcing...

In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a "reorganization" or sale of...