California Corporate & Securities Law

Recently, my eye caught the following statement in the SEC's Intrastate Offering Exemptions: A Small Entity Compliance Guide for Issuers:

Yesterday's post concerned the U.S. Supreme Court's holding in Matal v. Tam, 2017 U.S. LEXIS 3872 (June 19, 2017) that the "disparagement clause" of the Lanham Act violates the Free Speech Clause of the First Amendment. As far as most legal...

Recently, I wrote about the stealth with which the California legislature enacted AB 102, which it ironically named the Taxpayer Transparency and Fairness Act of 2017.  Having been birthed in opacity, AB 102 will operate with even less transparency.

The talk of California tax practitioners over the last week has been all about the legislature's passage of AB 102. This may be surprising to those who read the bill when it was introduced on January 10 of this year, for the bill consisted of one...

I didn't take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a "spot" bill.  See "See Spot Run". As introduced, the bill simply added "which may include a reference to a separate shareholder agreement"...

In April, I kvetched about numerous outdated references in the California Corporations Code. For example, several provisions of the Code continue to refer to the "Internal Revenue Code of 1954" more than three decades after the enactment of the...

In recent years political smearing and outright lying have come to dominate campaigns in California. Candidates are spending less and less time discussing important issues and their own qualifications and more and more time telling falsehoods about...

In February, California Assemblyman Ed Chau introduced a bill (AB 1104) that according to its author "attacks the problem of 'fake news' by creating a new state law designed to make it illegal for someone to make false or deceptive statements about...

Corporations Code Section 25401 is California's basic securities antifraud statute: