Is There A Fiduciary Duty To Consider Leaving California?

Last month, C3.ai, Inc., an enterprise AI software company, closed its initial public offering with net proceeds to the Company of over $600 million. On the day of the IPO, the company's Chief Executive Officer, Tom Siebel, shared these less than...

How A Sack Of Flour Healed A Divided Electorate

In 1864, the voters of Austin, Nevada were almost evenly divided between supporters of the Union (Republicans) and advocates for an immediate peace treaty with the Confederacy (Copperheads). Two eminent citizens bet on the outcome of the election....

If You Are Looking To Be Taken Seriously, Write To The SEC And Be Prepared For A Wait

Over five years ago, the Securities and Exchange Commission proposed amendments to its Rules of Practice to require persons involved in SEC administrative proceedings to file and serve documents electronically.  I was the first person to submit ...

Asking About Diversity Is Not As Easy As It May Seem

John Jenkins at CorporateCounsel.net recently observed that "companies may want start thinking about including a diversity question on their annual D&Q questionnaires". Constructing such a questionnaire would not seem to be too difficult. Companies...

Does Hilaria Baldwin Qualify As A Member Of An "Underrepresented Community"?

Last year, California Governor Gavin Newsom signed AB 979 (2020 Cal. Stats. ch. 316) into law. Consequently, no later than the end of this year, "publicly held corporations" with their principal executive offices in California are required to have a...

CEO Announces A Merger, But Court Finds No Merger

This is a case of three companies. Two of these companies, Axene and Dynamic Vision, have their principal places of business, and were incorporated, in California. The third company, Healthstar, was organized in and has its principal place of...

Mountebanks Target California Real Estate Professionals

"Disguised cheaters, prating mountebanks,And many such-like liberties of sin:"

The telephone and Internet have replaced a bench or soapbox as the modern tools of cozenage.   Last week, the California Department of Real Estate issued this alert about a...

Why Is The WSJ Attacking A Dead Bill?

Last Friday, The Wall Street Journal published an alarming Op-Ed piece concerning a California Bill, AB 2088, that would impose a wealth tax on any person who spends more than 60 days inside the state’s borders in a single year. The idea of a...

Is There No Protection For The Innocent When A Corporation Transfers All Its Assets To Secured Creditors?

Last Friday, this space addressed itself to Vice Chancellor J. Travis Laster's ruling in Stream TV Networks v. SeeCubic,C.A. No. 2020-0310-JTL (Dec. 8, 2020). He concluded that stockholder approval was not required when an insolvent corporation...