California Corporate & Securities Law

In March 2023, the California Department of Financial Protection & Innovation proposed to adopt numerous regulations to "implement, interpret, and make specific registration requirements for covered persons under the California Consumer Financial...

California Corporations Code Section 1312(a) provides:

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or proceeding.  See DGCL §...

In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation.  The Form 8-K filed by this company included the following statement:

Last year, the California legislature enacted two bills, SB 253 and SB 261 that purport to impose burdensome disclosure mandates on businesses. The legislature did so in spite of obvious constitutional infirmities. It was no surprise that the laws...

The Delaware dam may not be bursting but there are signs that it is leaking.  In an earlier post, I observed that despite all of the talk, I had not found many recent examples of publicly traded companies reincorporating in Nevada. Recently, I...

Last summer, bankers and the lawyers who advise them breathed a collective sigh of relief when the Second Circuit Court of Appeals  upheld a U.S. District Court's opinion that notes in a bank syndicated loan were not securities.Kirschner v. JP...

Section 3(a)(5) of the Securities Exchange Act of 1934 defines the term “dealer” to mean “any person engaged in the business of buying and selling securities . . . for such person’s own account through a broker or otherwise,” but excludes “a person...

In this post from 14 years ago, I speculated as to whether California Financial Code Section 1327 was constitutional.  Two years later, the California Court of Appeal declared the statute unconstitutional.  Summit Bank v. Rogers, 206 Cal. App. 4th...