California Corporate & Securities Law

I've written many posts on the subject of voting because it seems so straightforward and yet turns out to be complex. In tackling any voting problem, it is important to know and understand the applicable voting rule. An example of a voting rule can...

In prior posts, I've mentioned the Etruscans who were the northern neighbors of the Latins and the erstwhile kings of Rome.  The last of these kings was Tarquinius Superbus, also known as Tarquin the Proud. According to the ancient sources,...

Lawyers often speak of the attorney-client privilege in the singular as if there is only one privilege. Given the multiplicity of fora in which actions may be brought, it is best to think in the plural. There are many versions of the attorney-client...

The corporate governance world has been disquieted by Delaware Supreme Court Justice Carolyn Berger's recent opinion that upheld the validity of a fee-shifting bylaw provision in the bylaws of a Delaware non-stock corporation. ATP Tours, Inc. v....

Is a wholly-owned subsidiary per se an agent of the parent? In an opinion issued yesterday, the Nevada Supreme Court answered "not necessarily". The legal issue was whether the German parent of a Delaware corporation doing business in Nevada was...

When I joined the Department of Corporations, it had no website and filings were made only in hard copy. In the ensuing years, the Department (now known as the Department of Business Oversight) created a website, established system for filing...

In 2009, the California Public Employees' Retirement System filed a lawsuit alleging negligent misrepresentation and negligent interference with prospective economic advantage against Moody's Investors Services, Inc., Moody's Corporation and The...

California's corporate tax rate is currently 8.84%. According to the California Taxpayer's Association, only nine states (Alaska, Connecticut, Illinois, Iowa, Maine, Minnesota, New Jersey, Pennsylvania and Rhode Island) have a higher top rate....

Although there are many significant differences between the corporate laws of Nevada and Delaware, the Nevada Supreme Court has often looked across the country to Delaware. Thus, the Nevada high court has adopted Delaware's test for demand futility...