California Corporate & Securities Law

Last week, U.S Senator Dan Sullivan introduced a bill to require passively managed funds to vote proxies as instructed by their investors. I have not seen a copy of the bill yet, but according to the Senator's press release, the bill provides for...

As has been widely reported, the Fifth Circuit Court of Appeals this week addressed the legal status of the administrative courts of the Securities and Exchange Commission.  In short, the Court held:

Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website.  Paragraph 2 of the form states:

As I noted yesterday, Los Angeles Superior Court Judge Maureen Duffy-Lewis has found California's female director quota law, SB 826, to violate the Equal Protection clause of the California Constitution (A person may not be . . . denied equal...

Following a lengthy trial, Los Angeles Superior Court Judge Maureen Duffy-Lewis has found that California's female director quota law violates the Equal Protection Clause of the California Constitution. Crest v. Padilla L.A. Super. Ct. Case No....

In 2021, the California Department of Financial Protection and Innovation established the Office of Ombuds [sic].  According to the Department, the purpose of the office is "to act as an independent, impartial, and confidential resource to ensure...

In 2011, I posed the following question: Is Privity Required Or Not Required Under Section 25500? Section 25500 of the California Corporations Code provides the remedy for violations of Section 25400 which declares unlawful a variety of manipulative...

In a ruling this week, Vice Chancellor Lori Will addressed whether one-half of an evenly divided board could gain access  privileged communications between the corporation and its long-time outside counsel.  In re Aerojet Rocketdyne Holdings, 2022...

As was widely noted last week, California Governor Gavin Newsom issued a lengthy executive order with respect to blockchain technology.  According to the Governor's press release, the order aims to "aims to create a transparent regulatory and...