California Corporate & Securities Law

The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada.  In preliminary proxy materials filed yesterday with the Securities and Exchange...

Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and Exchange Commission seeking...

Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements. Because the statute refers to sellers, it seems unlikely that investors themselves...

Employee stock bonus, stock purchase, and stock option plans are extremely common. Most employees and prospective employees are undoubtedly happy to receive these types of equity compensation awards, but can an employer require an employee to invest...

The Nevada legislature is currently considering a bill, SB 201, that would restrict, with certain exceptions, an association or unit’s owner who rents or leases his or her unit from prohibiting a unit’s owner or occupant of a unit from engaging in...

Three years ago, the Securities and Exchange Commission issued a nearly 500 page rule proposal that would require registrants to provide certain climate-related information in their registration statements and annual reports. At the time, I argued....

Not too long ago, I wrote about a bill that is currently pending in the Nevada legislature, AB 158.  This bill wouldauthorize Nevada courts toexercise general personal jurisdiction over entities onthe sole basis that the entity:

O frabjous day!  the Financial Crimes Enforcement Network (FinCEN) late last Friday issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the...

Vice Chancellor Leo Strine famously wrote that "Delaware law does not charter law breakers".  In re Massey Energy Co., 2011 WL 2176479, at *20 (Del. Ch. May 31, 2011).  Professor William J. Moon picks up on this theme in a forthcoming essay, Havens...