California Corporate & Securities Law

Miles Laboratories pioneered the concept of daily dosing of multivitamins and minerals in the 1940s with the introduction of its One A Day brand. Now owned by Bayer AG, the brand encompasses a suite of vitamins for targeted at men, women and...

"Memoranda" and "agenda" are both Latin words.  More precisely, they are gerundives.  A gerundive is a verbal adjective.  Perhaps the most famous use of a gerundive is the passive periphrastic phrase Carthago delenda est! (Carthage must be destroyed). 

I have previously noted how state efforts to police "false news" dates to at least colonial times.  See California Considers Following New England Colonists In Outlawing Fake News.  Continuing this trend, Governor Brown last week signed legislation, ...

Way back in February, I wrote about a bill, SB 1235, that would impose specific disclosure requirements on persons engaged in the business of commercial financing. In the ensuing months, the bill was amended eight times, including three amendments...

In the waning hours of the current session, the California legislature passed a bill that will impose gender quotas on publicly held domestic or foreign corporations whose principal executive offices, according to the corporation’s SEC 10-K form,...

Following yesterday's post, Professor Bainbridge directed me to a 2007 article that he co-wrote with Aaron Cole, The Bishop's Alter Ego: Enterprise Liability and the Catholic Priest Sex Abuse Scandal, 46 J. Catholic Legal Studies 65 (2007). The...

Professor Stephen Bainbridge recently wrote about the nearly fifty year-old case of Roman Catholic Archbishop v. Superior Court, 93 Cal. Rptr. 338 (1971) in which the court rejected the plaintiff's claim that the Archbishop was the alter ego of a...

Chapter 29 of the Book of Genesis recounts Jacob's offer to work for his Uncle Laban for seven years in return for the hand of Laban's younger daughter, Rachel. I assume that under then applicable choice of law principles the contract was governed...

Several Nevada statutes provide for the appointment of a receiver or custodian of a corporation, including NRS 32.010, NRS 78.347, NRS 78.630 and NRS 78.650. Yesterday, the Ninth Circuit Court of Appeals addressed whether directors of a Nevada...