California Corporate & Securities Law

California's quorum requirement for meetings of directors appears on its face to be straightforward - a majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. Cal. Corp. Code § 307(a)(7)....

Under the former Beverly-Killea Limited Liability Company Act, a limited liability company was dissolved upon the first to occur of any of the following three events:

In this post published yesterday, UCLA Law Professor Stephen Bainbridge challenges the following statements attributed to Robert F. Kennedy Jr.:

Removal of legends from restricted securities (i.e., securities issued without registration under the Securities Act of 1933) can be a tricky business for transfer agents, issuers and their counsel. Improperly removing legends can get them in hot...

Yesterday's post considered the various paths to becoming a director under the California General Corporation Law. The California Nonprofit Corporation Law defines "directors" in a similar fashion but makes it clear that the articles or bylaws may...

Lao Tzu (老子) is said to have written that there a many paths to enlightment, but how many paths are there to becoming a director? To answer the question, let's look at the definition of "directors" in the California General Corporation Law:...

A recent paper by Adair Morse, Wei Wang, and Serena Wu, Executive Gatekeepers: Useful and Divertible Governance, tackles interesting questions about the the effectiveness of internal gatekeepers and the impact of equity incentives on those...

Over the years, I've received several calls asking what can be done when a business entity has been wrongfully terminated. Answering this question became a bit easier in 2006 with the enactment of AB 2588 (Runner) which authorized a court to...

Although the initial ruckus over how to determine the outcome of executive compensation say-on-frequency votes has subsided, I still maintain that the Securities and Exchange Commission botched the rule (§240.14a-21(b)). More importantly, it seems...