Today's blog revisits (and answers) a question that I posed nearly eight years ago in this post.  The question was: "Where Exactly Is It Written That Shareholders Aren't Liable For Corporate Debts?"

In 2018, California enacted SB 826 to impose female director quotas on publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California. At the time, it was...

How Do I Hold You Liable?  Let Me Count The Ways . . .

California's Bulk Sales Law dates to 1990 when the legislature adopted a new Division 6 to the Commercial Code. Cal. Stats. 1990, ch. 1191. The current law is a farrago of prior law and the then uniform act recommended by the National Conference of...

Usually, appellate decisions provide guidance to future litigants on how the law will be interpreted and applied. A recent published opinion by the Fourth District Court of Appeal, however, provides guidance to lawyers on how they should behave...

Recently, Manuel P. Alvarez announced that June 18 will be his last day as Commissioner of the Department of Financial Protection & Innovation. Until Governor Newsom appoints a successor, Chief Deputy Commissioner Chris Shultz will serve as the...

“Hold to the now, the here, through which all future plunges to the past.”

On June 16, 1904, Leopold Bloom started his day at No. 7 Eccles Street in Dublin, Ireland with kidneys on his mind. Indeed, his first errand of the day was a trip around the...

In wake of the Sarbanes-Oxley Act, the California legislature saw fit to add Section 2207 to the California Corporations Code. The statute threatens corporations with a $1 million civil penalty if they have actual knowledge that an officer,...

Surprisingly, the California General Corporation Law uses the term "common stock" as opposed to "common shares" in only a single statute. Section 159 of the California Corporations Code defines "common shares" as "shares which have no preference...