California Corporate & Securities Law

NRS 78.138(3) imposes a statutory presumption that other than in cases of a change in control of the corporation, directors and officers, in deciding upon matters of business, act in good faith, on an informed basis and with a view to the interests...

In the last several weeks, California's Department of Financial Protection and Innovation (fka the Department of Business Oversight) has issued a number of consumer alerts involving companies fraudulently claiming to hold a DFPI license. For...

Section 446 of the California Code of Civil Procedure concerns the verification of pleadings.  Subdivision (a) provides that an answer to a complaint generally must be verified in either of two following circumstances:

The California Student Loan Servicing Act (the "CSLSA") requires all student loan servicers that service student loans in California to be licensed by the California Department of Financial Protection and Innovation (fka the Department of Business...

Yesterday's post discussed Judge Mary Kay Vyskocil's ruling in Barenbaum v. Palleschi, 2020 U.S. Dist. LEXIS 180624 that the plaintiff's derivative claims were not "validly in litigation". The case involved allegations that several executives and...

A shareholder bringing a derivative claim, faces a choice. The shareholder can either make a demand on the board of directors and then challenge the board's decision not to proceed or file a complaint alleging that the demand would be futile. NRCP...

When the minority stockholders of a Nevada corporation, Scientific Games Corporation sued the company’s controlling stockholder and members of its allegedly “handpicked” board of directors for breaches of fiduciary duty and violations of the...

The Securities and Exchange Commission's proxy rules require the following disclosures with respect to board diversity:

In 2018, the California legislature enacted SB 1235 (Chapter 1011, Statutes of 2018). This legislation requires that lenders make disclosures to borrowers in a "commercial financing" (as defined). SB 1235 requires the Department of Business...