California Corporate & Securities Law

Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code. That statutes provides that “[n]o action shall be instituted or maintained in right of any...

In 1972, the Securities and Exchange Commission announced its "policy not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the complaint or order for proceedings. In this...

The California General Corporation Law provides that any director may resign effective upon giving notice to certain specified persons, unless the notice specifies a later time for the effectiveness of his or her resignation. Cal. Corp. § 305(d). On...

In October 2020, Professor Stephen Bainbridge posed this question of whether shareholder inspection rights are subject to the internal affairs doctrine.  His post followed Vice Chancellor J. Travis Laster's ruling in Juul Labs, Inc. v. Grove, 2020...

In prescribing the duties of directors, California Corporations Code Section 309 provides that a director is entitled to rely on information, opinions, reports or statements prepared or presented by "counsel, independent accountants or other persons...

In 2016, California added Section 925to its Labor Code. Cal. Stats. 2016, ch. 632. That statute prohibits an employer from requiring an employee who primarily resides and works in California, as a condition of employment, to agree to a provision...

Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met. One of these tests, the so-called "business test", requires that the...

In 2012, the voters of California approved Proposition 39 which established a Clean Energy Fund for the purpose of "funding projects that create jobs in California improving energy efficiency and expanding clean energy generation." In order to raise...

Yesterday, I discussed the confused characterization of the defendant in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676. The case is nonetheless a good reminder that those who sell "business opportunities" fall within the...