According to the Court of Appeal:
An imposter posing as investment advisor Daniel Corey Payne of Lifetime Financial, Inc. (Lifetime) stole more than $300,000 from Mark Frank Harding. Before this occurred, Lifetime had received several inquiries from other individuals about a potential imposter who was posing as Payne and asking for funds; Lifetime did not
The definition of a “security” Section 25019 was modeled after the definition in Section 2(a)(1) of the Securities Act of 1933, albeit with some notable differences. Both laws broadly define the term and therefore cover a wide variety of economic arrangements. Nonetheless not every offer necessarily constitutes an offer of a security.
In Stauffer v. Orpheus
For lenders in California, the Ides of March of March is a date worth calendaring.
All lenders licensed under the California Finance Lenders Law as of the end of the preceding calendar year must file an annual report with the Department of Financial Protection and Innovation by March 15 of each year, even if the
Courts are wont to say that Section 2116 of the California Corporations Code codifies the internal affairs doctrine. See Villari v. Mozilo, 208 Cal. App. 4th 1470, 1478 n.8 (Cal. Ct. App. 2012) (“Corporations Code section 2116 codifies [the internal affairs doctrine] in California.”). I have long held the position that this is only partially true.
The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers:
A written operating agreement may provide for the appointment of officers, including, but not limited to, a chairperson or a president, or both a chairperson and a president, a secretary, a chief financial officer, and any
In the mid 1990s, I had the privilege of serving as Commissioner of Corporations for the State of California. At that time, the DOC was known as a tough securities regulator. However, the times they were a changin’. In 1996, Congress enacted the National Securities Markets Improvement Act (NSMIA) which significantly limits the authority of
Last month, Governor Gavin Newsom appointed Khalil “KC” Mohseni, as Commissioner of the California Department of Financial Protection and Innovation. Commissioner Mohseni is not an entirely new to the DFPI. He served as Chief Deputy Director of the DFPI since 2023. He has previously served as the Chief Operating Officer at the State Controller’s Office
Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC. The company’s largest stockholder is Donald J. Trump, Jr. Given Trump pere’s affiliation with Elon Musk and Mr. Musk’s disdain for Delaware’s corporate law regime, it likely will come as no surprise that TMTG has filed preliminary proxy
While Elon Musk moved two of his companies (Neuralink and X Corp.) to Nevada, he notably reincorporated Tesla in Texas. Mr. Musk’s decision embrace of Texas raises the question of whether other Delaware corporations will follow Mr. Musk’s lead. SMU Dedman School of Law Professor Christine Hurt tackles this question in a forthcoming article. She
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. See Are Bylaws Required? As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all corporations do. Harold Marsh, Jr., R. Roy Finkle & Keith Paul Bishop, Marsh’s California Corporation
