California Corporate & Securities Law

Last weekend, I attended a symposium at the UCLA School of Law entitled "Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law".  The event, organized by ever erudite Professor Stephen Bainbridge, featured presentations by...

I am very excited to be moderating a panel discussion this weekend at a symposium entitled Can Delaware Be Dethroned? Evaluating Delaware's Dominance Of Corporate Law.  The symposium is being presented by the Lowell Milken Institute for Business Law...

Last week in The Mentor Blog, Broc Romanek mentioned a blog posting of mine from September 2015: Was This Director Duly Elected Or Appointed?  My post was concerned Intelligent Digital Systems, LLC v. Beazley Ins. Co., Inc., 2015 U.S. Dist. LEXIS...

Imagine how frustrated you would be if you sued someone and the defendant responded by demanding that you advance his legal expenses in defending your lawsuit.  The plaintiff in Allergia, Inc. v. Bouboulis, 2017 U.S. Dist. LEXIS 7759 (S.D. Cal. Jan....

The last two posts have discussed what a corporation may do with fractions of shares.  I entitled the first of these posts "Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage" in partial reference to the song by Neil Sedaka and Howard...

The California General Corporation Law explicitly authorizes a corporation to issue fractional shares.  Cal. Corp. Code § 407.  A corporation, however, is not required to do so.  Id.  In lieu of issuing fractions, a corporation may in connection with...

Last week, Broc Romanek's Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split.  Today, I'll weigh in with a California perspective.

One of the essential elements of a contract is the consent of the parties. Cal. Civ. Code § 1550(2). When a party is a corporation, there is always a question of whether the person or persons signing the contract have the authority to do so on...