California Corporate & Securities Law

On Monday, the Nevada legislature commenced its 81^st session.   The legislature meets biennially in odd numbered years.  The Session is limited to 120 days.  Nev. Const. Art. 4, § 2.  Yesterday, Senator James Ohrenschall introduced SB 95 which would make...

California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors. The statute lists three instances when the "board alone" may adopt...

In Golden Road Motor Inn, Inc. v. Islam, 132 Nev. 476, 488, 376 P.3d 151, 159 (2016), the Nevada Supreme Court held that district courts cannot, on their own, blue-pencil a noncompetition agreement to remove unreasonably restrictive, and thus...

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...