California Corporate & Securities Law

Yesterday's edition of the Los Angeles Daily Journal included an above the fold headline proclaiming "growing chorus for state constitutions should be taught in law schools". I don't recall such a course being offered when I was in law school more...

The California Department of Financial Protection & Innovation has created an online "Crypto Scam Tracker" that allows the public to by search company name, scam type, or keywords. Scams reported on the Tracker are based on consumer complaints to...

Professor Eugene Volokh recently highlighted a decision by U.S. District Judge Brian Cogan taking a plaintiff to task for inadequately pleading diversity jurisdiction when the defendant is a limited liability company. According to Judge Cogan an...

In Grafton Partners L.P. v. Superior Court, 36 Cal.4th 944 (2005), the California Supreme Court found that pre-dispute contractual jury trial waivers were unconstitutional under Article 1, Section 16 of the California Constitution. In 2019, I penned...

The Commissioner of Financial Protection & Innovation is appointed by the Governor and is subject to confirmation by the Senate. Cal. Fin. Code § 322. The Governor, however, is not free to appoint just anyone. To be eligible for appointment, an...

When an erstwhile shareholder of First Republic Bank sued the California Department of Financial Protection & Innovation for failing to safeguard the "financial soundness and structural integrity" of the bank, the DFPI "took the Eleventh". The...

In a lengthy post yesterday, Professor Stephen Bainbridge advanced the following argument:

California's securities qualification requirements and exemptions depend upon whether the offer and sale of securities is an issuer transaction, a change in rights, exchange, merger, or conversion transaction, or a nonissuer transaction.  See Cal....

Recently, I wrote about a proposal by The Trade Desk, Inc. to convert from a Delaware to a Nevada corporation.  Predictably, a stockholder challenged the proposed reincorporation.  Gunderson v. The Trade Desk, Inc., 2024 WL 462207 (Nov. 8, 2024).