California Corporate & Securities Law

Yesterday, I discussed one-half of the battle in Zalkind v. Ceradyne, Inc. Today, I address the securities law issues raised by Ceradyne's cross-complaint.

Yesterday, the Fourth District Court of Appeal issued an opinion addressing two issues that should be of interest to the M&A community.   Zalkind v. Ceradyne, Inc. involved a dispute concerning an asset purchase agreement. The Zalkinds (Stanley,...

Often shares are held in the name of multiple trustees.  For example, a corporation may issue shares to "Jane & John Doe, Trustees under the Doe Family Trust".  What if only Jane signs an action by written consent?

Yesterday's Wall Street Journal included an article by Joann S. Lublin about the increasing use of videoconferencing technology to hold board of directors meetings. One important question not addressed in the article is whether a board member who...

The right of a stockholder to inspect a corporate books and records was originally a common law right. California, Delaware and Nevada have since codified stockholder inspection rights.

The Glendon Tremaine Symposium has been a long-standing tradition of the Los Angeles County Bar Association.  It is named for the late Glendon Tremaine, a Pasadena attorney who served as President of the LACBA. 

On June 30, 2002, President Bush signed the Sarbanes-Oxley Act into law (for a trip down memory lane, you can read Broc Romanek's post reporting that momentous event here).  Less than a month later, Governor Gray Davis signed AB 270 (Correa) into...

A corporate employer controls its employees.  A sole shareholder controls the corporation.  Is the shareholder an "employer"?  A California Court of Appeal answered this question last week in Leek v. Cooper.

Many out-of-state practitioners are surprised to learn that California has special statutory provisions governing a merger when a constituent corporation (Section 161) or its parent (Section 175) owns, directly or indirectly, more than 50% of the...