California Corporate & Securities Law

Suppose a public employee maliciously and without probable cause files a lawsuit or initiates an administrative proceeding against you. You succeed in obtaining a dismissal, but would like to hold that employee accountable. Accountability may not be...

Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions. It is similar, but not the same as, Delaware Court of Chancery Rule 23.1 and Federal Rule of Civil...

As mentioned earlier this week, Nevada's regular legislative session ended on June 6.  During the session, the legislature enacted, and the Governor approved,  AB 126 which makes numerous changes to Nevada's business entity statutes. One of those...

In April, I wrote about a lawsuit challenging a proposal by TripAdvisor, Inc. to redomesticate from Delaware to Nevada. TripAdvisor's stockholders were given the opportunity to vote on the proposal last week. On Monday, the company filed a Form 8-K...

The Nevada legislature meets every other year for 120 days in odd numbered years, commencing on the first Monday in February.  Any legislative action taken after midnight Pacific time at the end of the 120th consecutive calendar day of that session...

It does not take much to create a partnership under California's Uniform Partnership Act of 1994, which defines a partnership as "the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or...

Yesterday, the California Department of Financial Protection & Innovation announced that it had issued a desist and refrain order against Coinbase, Inc. The order alleges that Coinbase's staking rewards program involved the the offer and sale of...

I have been writing about a bill, SB 261, that would would require businesses to prepare and submit climate-related financial risk reports.  See  California Greenhouse Gas Emissions Bill Advances Despite Substantial Opposition And Constitutional...