California Corporate & Securities Law

As Vice Chancellor, Leo E. Strine Jr. once declared "Delaware law does not charter law breakers".  In re Massey Energy Co., No. CIV. A. 5430-VCS, 2011 WL 2176479, at *20 (Del. Ch. May 31, 2011). The California General Corporation Law seems to echo...

Earlier this week, Senator Melissa Hurtado amended her placeholding bill, SB 738, to flesh out her proposed Corporate Transparency Act. As amended, the bill would require foreign corporations that register to transact intrastate business with the...

Last week, I wrote about an unsuccessful challenge to the activities of the Office of Elections Cybersecurity within the California Secretary of State's office: Is The California Secretary of State Monitoring What You Publish Online?  In that case, ...

The first law signed by California's first Governor, Peter Burnett, was the The Act Concerning the Public Archives (Chapter 1, Statutes of 1850). The act instructed the Secretary of State, William Van Voorhies, to classify and safely keep government...

In 2018, the California legislature established a "ministry of truth" within the California Secretary of State's office - the Office of Elections Cybersecurity. By statute, the OEC has a duty “[t]o monitor and counteract false or misleading...

On Monday, four California state senators introduced a bill, SB 261, that would require businesses to prepare and submit climate-related financial risk reports.  The bill would apply to any corporation or other business entity formed under the laws...

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited liability company". Cal. Corp....

Last summer, I noted that the California Secretary of State's form of certificate of cancellation for limited partnerships required the statement that upon filing a certificate of cancellation, a limited partnership's powers, rights, and privileges...

Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State. A foreign corporation that does not transact...