Recently, UCLA Law School Professor posed the question "Why do boards get to spend corporate money to fight off proxy contests?" His answer is answer "because the courts say so". In California, it is because the legislature has said so, at least in...

A recent holding by the Second District Court of Appeal is a cautionary tale for directors who fail to acquiesce to a director's removal from the board.  Association for Los Angeles Deputy Sheriffs v. Macias, 63 Cal. App. 5th 1007 (2021). The case...

Today's blog revisits (and answers) a question that I posed nearly eight years ago in this post.  The question was: "Where Exactly Is It Written That Shareholders Aren't Liable For Corporate Debts?"

In 2018, California enacted SB 826 to impose female director quotas on publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California. At the time, it was...

How Do I Hold You Liable?  Let Me Count The Ways . . .

California's Bulk Sales Law dates to 1990 when the legislature adopted a new Division 6 to the Commercial Code. Cal. Stats. 1990, ch. 1191. The current law is a farrago of prior law and the then uniform act recommended by the National Conference of...

Usually, appellate decisions provide guidance to future litigants on how the law will be interpreted and applied. A recent published opinion by the Fourth District Court of Appeal, however, provides guidance to lawyers on how they should behave...

Recently, Manuel P. Alvarez announced that June 18 will be his last day as Commissioner of the Department of Financial Protection & Innovation. Until Governor Newsom appoints a successor, Chief Deputy Commissioner Chris Shultz will serve as the...

“Hold to the now, the here, through which all future plunges to the past.”

On June 16, 1904, Leopold Bloom started his day at No. 7 Eccles Street in Dublin, Ireland with kidneys on his mind. Indeed, his first errand of the day was a trip around the...