California Corporate & Securities Law

If you are looking to sell shares in your company to the State of California, you might want to reconsider.  Article XVI, Section 17 of the California Constitution expressly forbids the state from subscribing to, or being interested in the stock of...

Today is, of course, the Ides of March.  The word "ides" is derived from the Latin word for the 15th of the month in March, May, July and October and the 13th in the other months.  The Latin word is derived from the still older Etruscan word meaning...

When settling claims, California lawyers will typically include a waiver of Civil Code Section 1542.  That statute generally provides that a general release does not extend to claims not known or suspected to exist at the time of executing the...

The parties to an agreement agree upon a change to the terms.  Should the change be labeled an "amendment" or a "new agreement".  Often this will simply be a question of nomenclature.  Sometimes, however, more the difference between an amendment and...

Over the years, I've made mental notes of some obscure California corporate law questions.  Can you identify the following types of corporations corporations?

• At least five persons are required to form this type of corporation.  
• Within six months...

Section 202(a) of the California Labor Code requires an employer to pay all wages within 72 hours when an employee resigns without notice.  In one recent case, the employer sent the requisite check on time, and the amount stated in numerals on the...

Recently, I came to consider the potential ambiguity in the word "nonplussed".  The word originally meant to be confused or perplexed, as in:

"Defense counsel, undoubtedly nonplussed, attempted to challenge the unexpected identification by asking,...

Last week, Broc Romanek posed the question "whether it’s okay to use footnotes when you write".  My question for today is whether it is legal to use footnotes.  It turns out that this is a question that the California legislature has actually...

The California legislature may soon be considering a bill that would revise the tax rates for publicly held corporations based on their compensation ratios.  As introduced by Senator Nancy Skinner, SB 1398 would establish the following rates...

In June, I wrote about the California Supreme Court's disappointing decision in 926 N. Ardmore Ave. v. County of L.A., 2017 Cal. LEXIS 4768 (Cal. 2017).  See California Supreme Court Affirms Novel M&A Tax. Readers may recall that the Supreme Court...