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Professor Bainbridge Precises Corporate Philanthropy

Earlier this week, UCLA Law School Professor Stephen Bainbridge precised the question of corporate philanthropy.  He notes "Virtually all states have adopted statutes specifically granting corporations the power to make charitable donations, which...

Corporate Governance, corporate philanthropy, Corporations Code, Section 207, Stephen Bainbridge

Delaware Special Litigation Committee Review "Could Stand A Good Tweaking"

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:


Auerbach v. Bennett, Delaware, derivative action, derivative suit, Derivative Suits, Nevada Corporations, SLC, Stephen Bainbridge, Zapata

More On Suing The CEO For Social Activism

The last few days, I've been writing about the legal issues raised by Jon L. Pritchett and Ed Tiryakian in a recent opinion piece published by The Wall Street Journal.  To sum up the discussion so far, Professor Stephen Bainbridge responded to...

agency, business judgment rule, Civil Code, Corporate Governance, Labor Code, social activism, Stephen Bainbridge

Can Shareholders Sue CEOs For Corporate Social Activism?

In an August 17, 2017 opinion piece published in The Wall Street Journal, Jon L. Pritchett and Ed Tiryakian had the following message for shareholders:

Our message to small shareholders of companies like Starbucks, Merck and Target: You can sue...

choice of law, Choice of Law/Conflict of Law, Corporate Governance, derivative suit, lyman P.Q. Johnson, Shlensky v. Wrigley, social activism, Stephen Bainbridge

Inside And Outside Reverse Veil Piercing

UCLA Professor Stephen Bainbridge has published several posts commenting on my post discussing Curci Invs. v. Baldwin, 2017 Cal. App. LEXIS 698.  The issue in Curci was whether reverse veil piercing of a limited liability company is possible in...

Curci, hamartia, Limited Liability Companies, Postal Instant Press, reverse veil piercing, Stephen Bainbridge

Did The Harvard Shareholder Rights Project Prove Itself Wrong?

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled "Did Harvard Violate Federal Securities Law?  The...

Corporate Governance, Daniel M. Gallagher, Declassified board, Harvard Shareholder Rights Project, Joseph A. Grundfest, Martijn Cremers, practice of law, Rule 14a-8, Simone M. Sepe, staggered board, Stephen Bainbridge

Qualification Of Offers And Sales Of Non-Voting Common Stock Is No Snap In California

In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share.  The gross proceeds of the offering to the company and...

10 CCR Section 260.140.1, Bernard Sharfman, California Securities Laws, Hazel Bradford, non voting common stock, NYSE, preemption, Section 25100(o), Snap Inc., Stephen Bainbridge

California And Van Gorkom

As a corporate lawyer, it is hard to ignore the Delaware Supreme Court's opinion in Smith v. Van Gorkom, 488 A.2d 858 (1985) overruled on other grounds Gantler v. Stephens, 965 A.2d 695 (Del. 2009).  Professor Stephen Bainbridge has called it "one...

102(b)(7), 204(a)(10), Bayless Manning, Bernard Sharfman, Corporate Governance, Gantler v. Stevens, Katz v. Chevron, Smith v. Van Gorkom, Stephen Bainbridge



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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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