California Corporate & Securities Law

Anyone planning to buy a loaf of bread or head of lettuce next year will need to plan ahead.  Last weekend, Governor Newsom signed AB 853 into law.  This bill provides that "[n]o person shall acquire, directly or indirectly, any . . . assets of a...

Merger and acquisition agreements almost invariably include a promise by the seller to continue to operate the business in the "ordinary course". This promise is typically included to provide assurance to the buyer that the business will not change...

In California practice, a merger reorganization will typically involve two agreements - one short, the other not.  The Corporations Code refers to the shorter agreement as the "agreement of merger".   At a minimum it must include all of the following:

Last May, I wrote with some incredulity about AB 853 (Maienschein) which is ostensibly directed at mergers and acquisitions of grocery and drug stores.  The bill, however, appears to be progressing toward enactment.   As a reminder, the bill provides:

It is rare that for an employer to instruct its employees not to try to lure aware a competitor's customers. It is rarer still when an employer fires an employee for doing so. These may be rare events, but apparently (or at least allegedly) they...

Those who made it to page 1,080 of H.R. 2617 (the "Consolidated Appropriations Act") will know that Congress has amended Section 15(b) of the Securities and Exchange Act of 1934 to exempt "M&A Brokers" from the requirement to register as brokers...

The California General Corporation Law permits a corporation to issue shares with no voting rights, provided that at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate, are entitled to full...

Last week, the North American Securities Administrators Association sent a letter to U.S. Senate and House committee leaders expressing concern that the appropriations process will "may be used to advance provisions in the draft JOBS Act 4.0 that...

According to Vergil, Jupiter granted imperium sine fine (rule without limit) to the yet to be birthed City of Rome .  Aeneid, Book 1, line 279. As far as I know, no divinity has made a similar bequest upon the State of California. Nonetheless, a bill...