California Corporate & Securities Law

California's version of the Revised Uniform Limited Liability Company Act provides that in the case of a member managed limited liability company provides:

Gaxos.ai Inc. lists its corporate headquarters as Roseland, New Jersey, but like many companies it is incorporated in Delaware.  Last week, it joined several other companies that are proposing to reincorporate in Nevada.  In preliminary proxy materials

When a shareholder sues derivatively, the shareholder is seeking relief not for itself, but for the corporation. Therefore, it should be expected that the shareholder is not free to compromise or dismiss the suit absent court oversight. This point...

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...

In November 2016, the voters of California adopted  Proposition 64 - the Medicinal and Adult-Use Cannabis Regulation and Safety Act, Cal. Bus. & Prof. Code § 26000 et seq. The act established a basic framework for licensing, oversight and enforcement...

Much has been written about Vice Chancellor J. Travis Laster's ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024). That case involved a challenge to TripAdvisor's planned reincorporation from Delaware to Nevada. Although Vice...

The California Consumer Financial Protection Law (CCFPL) authorizes the Department of Financial Protection & Innovation (DFPI) “regarding registration requirements applicable to a covered person engaged in the business of offering or providing a...

The word "forfeiture" has an interesting etymology.  It is derived from two Latin words, foris meaning a door or gate, and facere meaningto do. Eventually, the word came to refer to a misdeed punishable by a fine. Today, it used to refer the loss of...

More than a decade ago, I expressedconcern about the Securities and Exchange Commission's predilection for targeting victims of crimes. That concern related to an enforcement action against a company that had been victimized by a multimillion...