California Corporate & Securities Law

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance:

An employment agreement is one thing and an operating agreement quite another.  In ITV Gurney Holding Inc. v. Gurney, Cal. Ct. Appeal Case No. B281694, the board of a limited liability company fired two employees who were also managers. The two...

Last month, the Securities and Exchange Commission issued this public statement warning about touting of securities by celebrities:

As a child, I was always puzzled when I saw a Grange Hall.  Was Grange a misspelling of "range"?  If not, what was a "grange"?  Only later did I learn that "grange" was derived from the Latin word, granum, meaning a seed. The word forms part of the...

This post on the Harvard Law School Forum on Corporate Governance and Financial Regulation discusses Vice Chancellor J. Travis Laster's recent decision in Wilkinson v. A. Schulman, Inc., 2017 Del. Ch. LEXIS 798. The case involved a stockholder's...

William & Mary Law Review recently published Professor Stephen Bainbridge's article, Corporate Directors in the United Kingdom.  The abstract begins with the following observation:

Recently, I happened across a summary of the "key features" of a corporation on the California Franchise Tax Board's website. Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg to differ with some of...

Contractual forum selection provisions are often broadly written so as to encompass not just claims involving enforcement of the contract but claims arising out of or related to the contract.  But how far do these clauses reach?  In the case of ...

I always appreciate comments from readers of this blog. One reader responded to yesterday's post concerning ISS opposition to classified boards: "You seem to be under the impression that ISS comes up with its guidelines through academic research....