California Corporate & Securities Law

As has been widely reported, U.S. District Court Judge Amos L. Mazzant in early December of last year preliminarily enjoined the CTA and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 5049220 (E.D. Tex. Dec. 5, 2024)....

As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada.  These companies include:

American businesses have been experiencing whiplash over the status of the Corporate Transparency Act.  In early December of last year, Judge Amos L. Mazzant preliminarily enjoined the CTA and its implementing regulations.  Texas Top Cop Shop, Inc. v....

Delaware cases dealing with transactions involving controlling stockholders are often concerned with the standard of review to be applied.  See, e.g., Tornetta v. Musk, 250 A.3d 793 (2019). Some cases engender a different question - what duties, if...

I recently commented on the discussion of possible damage theories posited by Vice Chancellor J. Travis Laster in Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024). A commenter on my post noted that the Court discussed damages as an adequate remedy of...

As explained in this Alert, the Fifth Circuit Court of Appeals in an abrupt volte-face has reinstated the nationwide injunction against enforcement of the Corporate Transparency Act’s Beneficial Ownership Information reporting requirements. While...

In in a recent LinkedIn post, J. Travis Laster (not posting as Vice Chancellor of the Court of Chancery) noted the following:

In an opinion issued just after Christmas, Vice Chancellor J. Travis Laster ruled that a derivative lawsuit may proceed against the directors and officers of Fox Corporation.  The plaintiffs are claiming that the directors and senior officers decided

I recently wrote about the Securities and Exchange Commission's announcement that it had settled "charges" against several entities for failing to file time Forms D. One of the entities settling with the SEC is a registered investment adviser to...