The California Corporate & Securities Law Blog, published by Allen Matkins, focuses on legal developments and issues related to corporate governance, securities regulation, and business entity law primarily in California and Nevada. Topics include the California Corporations Code, limited liability companies, mergers and acquisitions, fiduciary duties, shareholder rights, and securities litigation. The blog also covers comparative corporate law matters involving Delaware and Nevada statutes, legislative updates, and practical implications of corporate actions such as conversions and inspections of corporate records. It addresses regulatory compliance, corporate finance, and derivative suits, providing insights into state-specific corporate law nuances and procedural aspects relevant to corporate practitioners and stakeholders.
Bright-eyed Athena, the goddess of wisdom, was not birthed of a woman. Rather, she sprang from the head of Zeus after he swallowed Metis, the pre-Olympian goddess of wisdom:
ἣ δ᾽ αὐτίκα Παλλάδ᾽ Ἀθήνην κύσατο: τὴν μὲν ἔτικτε πατὴρ ἀνδρῶν τε θεῶν τε πὰρ κορυφὴν Τρίτωνος (Then in a flash, she [Metis] conceived Pallas…
In February, I wrote about a proposed offering that involved a racially based share allocation scheme. See May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity? Last month, it appeared that the offering was stalled at the Securities…
I have devoted several posts over the years to California’s Unincorporated Association Law. See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First, Is Your Club A Legal Entity?, Is A Biker Gang…
In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum selection bylaw,…
I have previously noted certain provisions of a bill amending Nevada’s business entity statutes, AB239. See Nevada Bill Would Impose A Duty That Directors Be Informed and Nevada Bill Would Expressly Allow Directors To Approve Documents In “Preliminary Form”…
In 2020, the legislature enacted the California Consumer Financial Protection Law. The CCFPL significantly expanded the regulatory authority of the the Department of Financial Protection & Innovation by granting it the power to enforce any California or federal consumer financial law…
In California, it seems that everything must be registered and reported to the state. A spot bill, SB 789 (Menjivar) was recently amended to require that individuals and entities owning commercial property in the state to register with the California…
Last Friday, California headquartered Affirm Holdings, Inc. filed preliminary proxy materials for a special meeting of stockholders to consider a proposal to reincorporate from Delaware to Nevada. Affirm is joining several other well-known and non-so-well known defectors to the Silver…
In 2011, a local water district in Nevada entered into a lease agreement with Paradise Canyon, LLC to provide shares of water for irrigating the Wolf Creek Golf Club. The lease agreement granted Paradise Canyon a right of first refusal with…
Ten years ago, Hovik Nazaryan sued Femtometrix, Inc. claiming that the company had issued shares to him than it had promised. The parties settled the lawsuit. The settlement agreement provided that the stock issued to Mr. Nazaryan “is not ‘compensation,’…
