California Corporate & Securities Law

In prior posts, I have discussed some the changes that AB 239 would make to Nevada's corporate law.  See Nevada Bill Would Expressly Allow Directors To Approve Documents In "Preliminary Form", In More Bad News For Delaware, Nevada Legislature...

According to this Form 8-K filed on April 29, 2025, Tripadvisor, Inc. finally completed its reincorporation from Delaware to Nevada by means of a statutory conversion, which it erroneously denominated a "redomestication".  See Converting A...

A year ago, I posited the question whether a derivative suit can survive a conversion.  See  Can A Derivative Suit Survive Conversion? I raised that question in reference to Palkon v. Maffei,2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the...

In reviewing a recent agreement, I came across the following interpretive provision:

There have been numerous news reports about the discovery of an original Magna Carta at the Harvard Law School Library, including this article in Harvard Magazine.  According to these reports, a document previously categorized as a “copy” of the...

In 2002, the California Legislature created the Victims of Corporate Fraud Compensation Fund as part of the Corporate Disclosure Act.  See Victims of Corporate Fraud Fund. There are a number of conditions that must be met to receive a payout from the...

For the last several years, I have been commenting on the judicial confounding of limited liability companies and corporations.  See What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?,The Too Too Unpardonable Fault Of...

Yesterday’s post concerned the recent decision by U.S. District Court Judge Charles R. Eskridge in Rowe v. Doris, 2025 WL 963590 (S.D. Tex. Mar. 31, 2025). The case involved claims arising from the merger of two Nevada corporations and my post...

Bright-eyed Athena, the goddess of wisdom, was not birthed of a woman.  Rather, she sprang from the head of Zeus after he swallowed Metis, the pre-Olympian goddess of wisdom: