California Corporate & Securities Law Blog

Latest from California Corporate & Securities Law Blog

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 website:

The Secretary of State’s office accepts filings submitted for cannabis-related business entities currently lawfully engaged in

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 related to cannabis businesses.  In accordance with the act, California has a state agency – the

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 Chancellor Laster declined to enjoin the move, he allowed the suit to go forward on the question of

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 consumer financial product or service,” Cal. Fin. Code § 90009(a)(1).  Recently, the DFPI announced that it has adopted regulations providing for the

The word “forfeiture” has an interesting etymology.  It is derived from two Latin words, foris meaning a door or gate, and facere meaning to do.  Eventually, the word came to refer to a misdeed punishable by a fine.  Today, it used to refer the loss of life, liberty, or property that is lost in consequence of a

More than a decade ago, I expressed concern 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 dollar embezzlement by its principal accounting officer.   
Now, the SEC is targeting companies victimized by cyber attacks. 

In a recent post, Professor Stephen Bainbridge discusses the question of when a controlling shareholder owes fiduciary duties to minority shareholders.  Knowing when controlling shareholder owes fiduciary duties is one thing, what those fiduciary duties are and to whom they are owed are equally important questions.  Interestingly, the California General Corporation Law neither expressly imposes nor

My last few posts have been devoted to the Court of Appeal’s opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024).  The case relates to the plaintiff’s “decade-long litigation campaign against his former business colleagues”.  The plaintiff claimed, among other things, that one of the individual defendants personally

In yesterday’s post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the governing board of a limited liability company.  The plaintiff’s beef in that case was with the defendant’s decision that he was