Boilerplate Risk Factors - Is Nicolai Ivanovich Lobachevsky To Blame?

A recent paper by four law professors takes a look at risk factor disclosures in Form 10-Qs and 10-Ks filed by 3,000 firms from January 2020 through the end of 2023.  Stephen Choi, Mitu Gulati, Xuan Liu, and Adam Pritchard, Covid-19 Risk Factors and...

Can A Member Bring A Derivative Action On Behalf Of A California Nonprofit Corporation?

Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends". 

Vice Chancellor Laster Proposes Recusal, But Is He Correct?

Several recent posts have addressed themselves to the litigation challenging the proposed redomestications of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. from Delaware into Nevada.  Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20,...

Can A Derivative Suit Survive Conversion?

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice Chancellor J. Travis Laster...

California Legislator Proposes To Enhance Criminal Fines For California, But Not Delaware, Business Entities

In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court appearances. Last Thursday, he...

Does The State Make Or Beget Corporations?

To non-lawyers, a "person" is usually understood to refer to a human being.  At law, entities such as corporations and limited liability persons are often endowed with personhood.  See, e.g., Cal. Corp. Code § 18 ("'Person' includes a corporation as...

How Will The Secretary Of State Know A Corporation's Purpose?

Yesterday I wrote about my concern that about the constitutionality of  SB 1168 (Limón).  This bill  would allow the California Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a foreign...

Does Bill Authorizing The Secretary Of State To Cancel Corporations Have An Illegitimate Purpose?

Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1168, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a foreign corporation upon...

Are D&O Premiums Less For Nevada Corporations?

I have been following Nevada law since 1987 when it followed Delaware by enacting a statute allowing Nevada corporations to include an exculpation provision in their articles of incorporation. The original statute was an "opt-in" statute and unlike...

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