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Are Foreign Countries Delaware's Real Competition?

I have often written about the State of Nevada's efforts to compete with Delaware for corporate charters.  Recently, I came across a draft study that suggests that when Delaware looks over its shoulder in the race for corporate charters, it will see...

Can The Secretary Of State Refuse To Enforce California's Board Gender Quota Law?

The constitutional infirmities of California's novel board gender quota law have been remarked on by everyone from former Governor Jerry Brown to the legislative consultants who prepared bill analyses.  Now there is a pending constitutional...

To Gyre In Section 2115

Section 2115 is California's (in)famous pseudo-foreign corporation statute.  In general, the statute subjects a corporation that is not incorporated in California to numerous provisions of the California General Corporation law if the corporation...

Pseudo-Foreign Corporations

What Does The DBO Regulate?

The Department of Business Oversight is more than a securities regulator.  When I headed the Department of Corporations, it was also a health care regulator - administering and enforcing California's Knox-Keene Health Care Service Plan Act of 1975,...

Department of Business Oversight

Was 2018 The Apogee Of Delaware's Corporate Hegemony?

Professor Mohsen Manesh cites two developments in 2018 as a possible turning point for the internal affairs doctrine: California's enactment of a board gender quota law and Vice Chancellor Laster's ruling in Sciabacucchi v. Salzberg, C.A. 2017-0931...

internal affairs doctrine

DBO Reports Record Number Of CFL Licensees

California prohibits any person (unless exempt) from engaging in the business of a finance lender or broker without obtaining a license from the Commissioner of Business Oversight.  Cal. Fin. Code § 22100(a).  This applies to persons engaged in the...

Leveraging The Power Of Women On Boards And Civil Rights

In a recent posting on the Harvard Law School Forum on Corporate Governance and Financial Regulation, Nate Emeritz proposes several mechanisms under Delaware law for leveraging existing female board power to prevent the female board perspective from...

Legal Challenge To California Board Gender Quota Law Filed

As mentioned in yesterday's post, a much predicted challenge to California's board gender quota law was recently filed.  The complaint alleges a single cause of action - violation of Article I, Section 31 of the California Constitution.  That...

Corporate Governance

A Corporation May Be An Individual But What About Tony The Tiger?

The California legislature was so upset by the Supreme Court's decision in Citizens United v. Federal Election Commission, 558 U.S. 310 (2010) that it passed a resolution memorializing its disagreement and asseverating that "Corporations are not...

General Corporation Law

Does Incorporation In Delaware Constitute "Abuse Of The Corporation"?

Until I happened upon a working paper by Professors Martin Gelter and Lécia Vicente, I had not encountered the notion of abusing a corporation merely by choosing where to incorporate it.  The authors describe abuse as follows:

"Abuse of law is...

Pseudo foreign corporation

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