In my experience, companies most often hold board and shareholder meetings at or near their principal executive offices. As a result, many corporations hold their meetings in California even though they may be incorporated in Delaware, Nevada or...
Keith Paul Bishop
Recent Posts
I'm continuing my desultory study of the Magna Carta, which marked its 800th birthday last June. Although the original charter was written in Latin, my occasional efforts at translation has made me keenly aware that it uses many words that although...
Does a corporation commit constructive fraud if it fails to warn a former director of the impending expiration of a stock option? That was one question decided earlier this month by Judge Jennifer A. Dorsey in Nelson v. FluoroPharma Med., Inc., 2016...
In July 2010, Congress ordered the Securities and Exchange Commission to adopt a resource extraction rule within 270 days (i.e., by April 17, 2011). The SEC did not adopt rules until August 22, 2012, missing the Congress' deadline by 1 year, 4...
Last January, the Financial Accounting Standards Board, which is better known as the FASB, issued Accounting Standards Update 2015-01. The update eliminates the concept (and definition) of "extraordinary item". According to the FASB, the update is...
Notwithstanding the brouhaha engendered by Citizens United v. FEC, 558 U.S. 310, 394 (U.S. 2010), the idea that corporations are “persons” can be found in numerous California statutes, including California Corporations Code Sections 18 (“‘Person’...
California has patterned its false claim law, Cal. Gov't Code §§ 12650 et seq., after the federal False Claims Act. As the names of these laws suggest, they are intended to protect the public fisc from false or fraudulent claims. The CFCA empowers...
Last spring, I had the pleasure of meeting Delaware Supreme Court Justice Karen Valihura when we were speaking at the Los Angeles County Bar Association's annual Delaware & California Law Update. Given her visit to California, I was interested in...
Can someone be indemnified against an unlawful act? California Civil Code Section 1668 would seem to say "no":