California Corporate & Securities Law

Earlier this month, The Wall Street Journal published an opinion piece challenging a recent study by the California Public Employees' Retirement System:

Corporations Code Section 1001(a) authorizes a corporation to "sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets" if the principal terms are approved by the board, and, unless the transaction is...

Yesterday, the Department of Business Oversight issued this cautionary guidance for consumers regarding virtual currencies. However, amidst the warnings, the Department disclosed that "California has been working with virtual currency industry...

Two years ago, the Nevada Supreme Court in an en banc decision held that a state district court may exercise jurisdiction over the nonresident officers and directors of a Nevada corporation with its principal place of business in Spain.  Consipio...

Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent.  The Corporation Law Section of the Delaware State Bar is proposing a parallel...

A SLAPP is a strategic lawsuit against public participation. California enacted Code of Civil Procedure Section 425.16 as an antidote to SLAPP suits. In general, a SLAPP is subject to a special motion to strike unless the court finds that the...

In AGR Halifax Fund, Inc. v. Fiscina, 743 A.2d 1188 (1999), the Delaware Court of Chancery was asked to decide whether a consent given by persons before they became directors could become effective if delivered to the corporation after they became...

The last few years has seen the rise of so-called "name and shame" laws. The aims of many these laws may be laudable, but yesterday's decision by the Court of Appeals for the District of Columbia Circuit calls their methodology into constitutional...

Section 102 the National Securities Markets Improvement Act (which amended Section 18 of the Securities Act of 1933) deems securities listed (or authorized for listing) on the NYSE, the American Stock Exchange or the National Market System of NASDAQ...