California Corporate & Securities Law

My email inbox has been flooded with questions about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024)....

Professor Stephen Bainbridge has offered a rebuttal to my observation that Delaware's corporate law is inaccessible to everyday observers. He posits that inaccessibility is a "feature not a bug". As an example, he describes a merger transaction rife...

Under California Penal Code Section 496(a) a person who buys or receives any property that has been stolen or that has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or obtained, is subject to...

Seven years ago, the California Secretary of State announced the debut of "Cannabizfile", a portal "for all information relevant to cannabis-related business and trademark filings with the Secretary of State". According to the Secretary of State's...

The California General Corporation Law requires that a California corporation have a secretary. Cal. Corp. Code § 312(a)(2). The CGCL, however, says nothing about a chief legal officer. Indeed, many corporations do not have the position of chief...

The California Corporations Code is a misnomer. While the Corporations Code does in fact govern corporations, it also governs a wide variety of unincorporated entities, including general partnerships, limited partnerships, and limited liability...

Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada.  Rather than convert, the company is proposing to effect the reincorporation by means of a merger with and into a...

Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine.  In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023).    The Caremark doctrine originally held that directors...

The validity of a board meeting hinges on three things - a quorum, notice and call. Many lawyers focus on the first two and may overlook the third. For California and Nevada corporations, the question of who may call a meeting of the board is...