California Corporate & Securities Law

On the eve of the Great Depression, the United States Bureau of Printing and Engraving made a big change by introducing small bills. The Bureau reduced the size of bills by about 30% to save money on ink and paper - the downsizing allowed 12 bills...

The California General Corporation Law includes two provisions providing relief when a director is incompetent and/or felonious. Section 302 of the Corporations Code permits the board of directors to declare vacant the office of a director who has...

The big news in SPAC world has been the attempts of two law professors (Robert Jackson and John Morley) to define them as investment companies. They argue that SPACs meet the definition of an "investment company" because their primary business is to...

Section 305 of the California Corporations Code sets forth the rules for filling vacancies on the board of directors. Today's post discusses the somewhat confusing requirements of the statute as it pertains to the filling of of vacancies by the...

Yesterday, John Jenkins writing for DealLawyers.com noted that 49 law firms had signed on to a statement that special purpose acquisition companies (SPACs) are not investment companies subject to registration under the Investment Company Act of...

California famously purports to impose numerous provisions of its General Corporation Law on corporations formed in other states when two tests are met. Cal. Corp. Code § 2115. The first of these tests is determined by averaging the corporation's...

The issue of where an attorney is practicing law is a vexing one in light of modern technology which allows attorneys and their clients to be located just about anywhere in the world. The Covid-19 pandemic has exacerbated matters because so many...

When a corporation or limited liability company fails to pay its taxes, penalties, fees or interest or file a return with the Franchise Tax Board, it will be suspended. If the suspended corporation or LLC enters into a contract while suspended by...

In this post, UCLA Law School Professor Stephen Bainbridge quibbles my description of Delaware's two-step approach to the special litigation committee defense in derivative suits. In particular, he points out that Delaware not only adds a second...