When Will The Constitutionality Of California's Female Director Mandate Be Decided?

I am aware of two pending challenges to the constitutionality of California's female director quota mandate.  One, Crest v. Padilla, is pending in the Superior Court in Los Angeles.  The other, Meland v. Padilla, is pending in the U.S. District...

California Bill Would Require Publicly Traded Corporations To Make Environmental Disclosures

California currently imposes unique disclosure requirements on publicly traded corporations.  See California Joins The Parade: The California Corporate Disclosure Act, 16 Insights 21 (2002).  These disclosures are at best useless because they...

Court Rules That A Conversion May Be Actionable As Conversion

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a limited liability company into various other types of entities, including a corporation.  Cal. Corp. Code § 17710.02.  Following conversion, the succeeding...

California Secretary Of State Reports On Corporations Leaving State Following Enactment Of Female Director Mandate

Yesterday, the California Secretary of State's office released what is calling the "Women On Boards" report.  The Secretary of State's office is required to publish this report on its website pursuant to Corporations Code § 301.3.  Below are the...

Where The "Unspiked Rail" Bested A Future Supreme Court Justice

 George Springmeyer had a storied legal career during the early years of the twentieth century as the District Attorney for Esmeralda County, Nevada and then the U.S. Attorney for the District of Nevada.  His service as District Attorney from...

Is The Legislature Reading This Blog?

I have commented in several posts on provisions of the California Corporations Code that address corporate action in times of emergency.  As we were entering the Covid-19 pandemic shut down, I noted General Corporation Law weirdly shackles the...

Court Rules Contract's Choice Of Law Does Not Reach California Securities Law Claims

Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies.  The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the validity, construction,...

If Director's Fiduciary Obligations Are Not Contractual, What About Rights To Indemnification?

Yesterday's post concerned, a recent ruling by Vice Chancellor Sam Glasscock in Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021).  In finding that a director's duties are fiduciary, not contractual, the Vice Chancellor observed:

Corporate Charters - Who Are Parties?

Last summer, I considered the question of whether bylaws constitute a contract under California law.  See Are Bylaws Contracts Under California Law? and Are Bylaws a Contract or Contracts? Earlier this month, Vice Chancellor Sam Glasscock III ruled...

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