California Corporate & Securities Law

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing. There are a number of other...

Last week, I devoted several posts to the question of suing the CEO for social activism.  The catalyst for the discussion was an August 17, 2017 Op-Ed piece by Jon L. Pritchett and Ed Tiryakian in The Wall Street Journal.  That piece cited recent CEO...

I have long puzzled over the question of which is correct - "derivative suit" or "derivative action"? Historically, the term "suit" was used for proceedings in equity. California courts have generally regarded shareholder derivative claims as...

The last few days, I've been writing about the legal issues raised by Jon L. Pritchett and Ed Tiryakian in a recent opinion piece published by The Wall Street Journal.  To sum up the discussion so far, Professor Stephen Bainbridge responded to...

Yesterday's post concerned asked the question whether shareholders can sue CEOs for social activism. The answer is of course, yes. The more interesting question is whether shareholders will win the suit. To answer that question, one must first...

In an August 17, 2017 opinion piece published in The Wall Street Journal, Jon L. Pritchett and Ed Tiryakian had the following message for shareholders:

Not too long ago, I wrote about the Securities and Exchange Commission's confusing classification of subsidiaries.  See The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned. Since this blog is concerned...

When the California legislature enacted the Public Records Act, it declared "access to information concerning the conduct of the people's business is a fundamental and necessary right of every person in this state". Gov't Code § 6250. The...

In June, I wrote about the California Supreme Court's disappointing decision in 926 N. Ardmore Ave. v. County of L.A., 2017 Cal. LEXIS 4768 (Cal. 2017).  See California Supreme Court Affirms Novel M&A Tax. Readers may recall that the Supreme Court...