California Corporate & Securities Law

SB 826 is scheduled to go on trial today before Los Angeles Superior Court Judge Maureen Duffy-Lewis.  Crest v. Weber, Cal. Super. Ct. Case No. 19STCV27561. SB 826 requires all publicly held corporations headquartered in California to have at least...

It should be a surprise to no one that California's laws imposing strict gender and diversity requirements on publicly held corporations continue to attract legal challenges. Tomorrow, a trial is scheduled to begin in California Superior Court on...

California pressures corporations to pay their taxes by suspending their corporate powers, rights and privileges when they fail to do so.  Cal. Rev. & Tax Code § 23301.  Consequently a suspended corporation may not litigate.  Welco Constr., Inc. v....

As has been discussed many times in this space, the California General Corporation law purports to govern foreign corporations in a number of respects.  One such provision is Section 208 of the Corporations Code which apples to:

Last week, I took note of the Second District Court of Appeal's decision that allows for the possibility outside veil piercing, Blizzard Energy, Inc. v. Bernd Schaefers,  2021 Cal. App LEXIS 968. Readers may recall that the case involved the...

Reverse veil piercing involves subjecting an entity to the liabilities of its owner.  See Inside and Outside Veil Piercing.   As Professor Bainbridge has noted, there are two types of reverse veil piercing:

A study by an international team of scholars has concluded that California's imposition of a gender quota on publicly held corporations with their principal executive offices in the state resulted in a "robust and significantly negative stock market...

Lawyers are sometimes asked to render an opinion that "the [bill of sale] is sufficient as to form to transfer the Company’s right, title and interest in and to the assets specified in the Agreement to the Buyer". Implicit in this opinion request is...

UCLA Law School Professor Stephen Bainbridge recently commented Vice Chancellor Glasscock's recent memorandum opinion in In re The Chemours Co. Deriv. Litig., (Del. Ch. Case No. 2020-0786-SG, Nov. 1, 2021).  Professor Bainbridge notes that the ...