California Corporate & Securities Law

What happens when a fundamental policy collides with an unwaivable right?  At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr.  in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14. In that case, the fundamental...

Earlier this week, California' Department of Financial Protection & Innovation announced that it had entered into memorandums [sic] of understanding with five earned wage access companies. If you haven't heard of a "earned wage access company" until...

Professor Stephen Bainbridge recently expressed the hope that Caremark liability will not become routine.  "Caremark" refers to Chancellor Allen's decision in In re Caremark Int'l. Deriv. Litig., 698 A.2d 959 (1996) in which he found that directors...

According to the Stanford Encyclopedia of Philosophy, Immanuel Kant believed that "good will" is the only unqualified good thing.  The Encyclopedia explains that "In Kant’s terms, a good will is a will whose decisions are wholly determined by moral...

A just-published article by University of Texas Professor Jens C. Dammann takes an empirical look at public company relocation choices.  State Competition for Corporate Headquarters and Corporate Law: An Empirical Anaylsis, 80 Md. L. Rev. 214 (2021)....

In June of last year, I addressed the question of when a gubernatorially state of emergency ends.  Government Code Section 8629 requires the Governor to proclaim a termination of a state of emergency "at the earliest possible date that conditions...

A common contractual representation is that the execution and delivery of the agreement does not constitute a breach of one or more other agreements or charter documents. Sometimes, the representation is that the execution and delivery do not...

Some corporate actions defy a cure. Other states, notably Delaware and Nevada, have taken action to provide cures for the incurable. Last year, the Corporations Committee of the Business Law Section of the California Lawyers Association sponsored a...

Yesterday, the Department of Financial Protection and Innovation announced that it had issued "subpoenas to a dozen companies with significant California customer bases, representing the first major action to be taken under the expanded oversight...