California Corporate & Securities Law

Yesterday, I listened to a talk by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery entitled "Purpose, Power, and Fiduciary Duty: Dimensions of Delaware's Corporate Law Regime". The webinar was presented by the University of...

On Monday, John Jenkins at Deallawyers.com wrote about a recent Delaware Court of Chancery decision finding that as alleged, "the Director Defendants’ decisions to delegate the Proxy to the Conflicted Officer Defendants and forego reviewing it...

When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized. In California, the merger will be effective as to the...

Sometimes a corporation will for one reason or another fall into desuetude, with all of the directors and officers having resigned or died. If the corporation has not dissolved and wound up, the shareholders remain shareholders as there is no...

When allegations of corporate misfeasance surface at public companies, derivative actions are sure to follow. Often, actions will be filed in both state and federal court. This is what happened when "sexual misconduct" claims were made made public...

The passage of the Lex Titia in 43 B.C.E. effectively legalized the end of the Roman Republic.  The law was passed in the crisis arising from the assassination the year before of Gaius Julius Caesar.  The Lex Titia bestowed on three men (the triumviri...

Chapter 5 of the California Corporations Code imposes specific limitations on distributions to shareholders. Because California chartered banks are formed under the California General Corporation Law, one would expect that Chapter 5 applies to...

Section 311 of the California Corporations Code authorizes the creation of one or more committees. Unlike Delaware, a committee of the board must have two or more members. The board of directors may vest all of the authority of the board in a...

A dividend involves three steps. First, the dividend is declared by the board of directors, second a record date is determined by the board (or by corporate law), and lastly the dividend is paid. Occasionally, the question arises whether a board may...