California Corporate & Securities Law

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 1906 to...

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...

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,...

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:

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...

In 2018, California enacted legislation, SB 826, requiring that board of directors of publicly held domestic and foreign corporations have a minimum number of female directors.  Cal. Corp. Code §§ 301.3 & 2115.5.  See California Enacts Novel Female...

Tomorrow is an important day for the California legislature because it is the last for bills to be introduced (Joint Rule 61(a)(1) and Joint Rule 54(a)). After a bill has been introduced, it may not be heard by any committee or acted upon by either...

Now is the time of year when securities lawyers thoughts turn to Form 10-K compliance. In reviewing recently filed Form 10-Ks, I have noted a lack of consistency in the captions used for Part III, Item 14 and Part IV, Item 15. Some registrants...

Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring, to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of a registrant’s human...