California Corporate & Securities Law

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...

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...