California Corporate & Securities Law

Since 1969, there has no question that directors of a Delaware corporation have the authority to set their own compensation. 8 DGCL § 141(h). Having authority to do something, however, doesn't mean that the use of that authority won't be challenged,...

1.  Is a fee-shifting bylaw facially valid under applicable law?  The Delaware Supreme Court has held that a fee-shifting bylaw adopted by a Delaware non-stock corporation is facially valid.  ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209...

Two years ago, I wrote about La. Mun. Police Emples. Ret. Sys. v. Pyott, 46 A.3d 313 (Del. Ch. 2012) in which Vice Chancellor J. Travis Laster refused to give preclusive effect to federal district court's dismissal of a derivative action.  See ...

In yesterday's posting, I noted a recent Form 8-K filing that discloses the adoption of a fee-shifting bylaw.  In  ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209 (Del. May 8, 2014), the Delaware Supreme Court held that a fee-shifting...

The Delaware Supreme Court caused quite a stir when it concluded that a fee shifting bylaw adopted by a non-stock corporation did not run afoul of the Delaware General Corporation Law.  ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209...

At first glance, the plaintiff's position in Bushansky v. Armacost, 2014 U.S. Dist. LEXIS 88072 (N.D. Cal. June 25, 2014) seems a bit peculiar. The plaintiff had filed suit challenging Chevron Corporation's adoption of an exclusive forum bylaw....

In Who Can’t Raise Capital?: The Scylla and Charybdis of Capital Formation, 102 Ky. L.J. 1 (2013-2014), Duke University Professor James D. Cox tackles the widespread criticism of state blue sky laws as barriers to capital formation. Along the way,...

Although state law does not explicitly authorize advisory elections, the California legislature is poised to pass a bill calling a special election for this November for an advisory vote. SB 1272 (Lieu) would submit the following question to the...

The California Revised Uniform Limited Liability Company Act. which took effect on January 1 of this year, provides the statutory framework for the formation and operation of limited liability companies. The law appears to distinguish between a...