California Corporate & Securities Law

Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press.  Tornetta v. Musk, 2024 WL 343699, (Del. Ch. Jan. 30,...

In recent years, many companies and some investors have embraced ESG (environmental, social and governance) objectives.  The move to embrace ESG has led to an "escalating backlash" according to The Conference Board. Now, some are advancing an even...

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation to have "(1) a chairperson...

Last year, Vice Chancellor J. Travis Laster's  ruled that McDonald's Corporation's former Executive Vice President and Global ChiefPeople Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by Chancellor Allen in In...

Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court,95 Cal. App. 5th 890 (2023),review granted 539 P.3d 118 (2023).   This was a case that I discussed last September in which the...

On December 16, 2022, California Assembly Member Alex Lee introduced AB 83 which would enact the "Get Foreign Money Out of California Elections Act. Six months later he requested that the bill be moved to the inactive file. When the legislature...

On December 12, 2023, the Harvard Corporation  unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. Harvard is a corporation...

Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard Corporation recently...

In November 2018, the citizens of Mission Viejo elected three persons to the City Council for two-year terms of office, rather than four years as prescribed by California Government Code section 57377. This was done pursuant to the terms of a...