California Corporate & Securities Law

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...

Sometimes, the law is just weird.  The case of PGA West Residential Ass'n, Inc. v. Hulven Int'l, Inc., Cal. Ct. App. Case No. E064270 (Aug. 9, 2017) is weirder than most. The lawsuit alleged that the defendant had tried to insulate the equity in his...

Most creditors likely assume that they have not been paid unless and until they receive checks from their debtors.  In many cases that assumption may be correct, but in some cases it won't be.  Section 1476 of the California Civil Code provides:

California courts have defined "usury" as "the exacting, taking or receiving of a greater rate than is allowed by law, for the use or loan of money." Ross v. Wheeler 140 Cal. App. 217, 222 (1934). The California Constitution sets the maximum rate of...

California Civil Code Section 1671(b) provides that "a provision in a contract liquidating the damages for the breach of the contract is valid unless the party seeking to invalidate the provision establishes that the provision was unreasonable under...

In 2015, the California legislature refurbished the Uniform Fraudulent Transfer Act and rechristened it as the Uniform Voidable Transactions Act. 2015 Cal. Stats. Ch. 44 (SB 161 (Vidak)). The UFTA has not left the stage entirely as courts continue...

UCLA Law School Professor Stephen Bainbridge posted some thoughts yesterday on the meaning of contractual "best efforts" requirements.  See What do "best efforts" and variants mean? A proposed set of definitions. The springboard for Professor...