The Fifth Circuit Sides With Justinian and Blackstone

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:

Must An Officer's Certificate Always State Board Approval?

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:

The Verdict Is In On California's Female Director Quota Law

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...

Judge Finds California Female Director Quota Law To Be Unconstitutional

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. ...

The DFPI's Curiously Named "Office Of The Office"

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...

Why Privity Matters

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...

Are Directors Joint Clients?

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...

California Governor Orders DFPI To Initiate Enforcement Actions

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...

Court Insists No Standing In LLC Derivative Actions Without Continuous Ownership

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...

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