V.C. Laster Says Stockholder Approval Is Not Required, What Would California Say?

John Jenkins at DealLawyers.com took note yesterday of an interesting ruling by Vice Chancellor J. Travis Laster in Stream TV Networks v. SeeCubic, C.A. No. 2020-0310-JTL (Dec. 8, 2020). On issue in the case was whether Section 271 of the Delaware...

Does The SEC Grant Only Industry Requests?

Yesterday, the Securities and Exchange Commission adopted final rules for the disclosure of payments by "resource extraction issuers".  These rules implement Section 13(q) of the Securities Exchange Act of 1934. Section 13(q) was added by the...

DFPI Posts Florilegium Of New Legislation

"Gather ye Rose-buds while ye may"

Is Nasdaq's Proposed Listing Standard Legal In California?

The Nasdaq Stock Market LLC made headlines earlier this month by proposing amendments to its listing rules with a goal of promoting board of directors diversity. If approved by the Securities and Exchange Commission, Nasdaq will, among other things,...

California Is Driving Out Its Crown Jewels

Last Friday, Oracle Corporation disclosed in a Form 10-Q that it was moving its principal executive offices to Austin, Texas.  The disclosure appeared under "Item 5 - Other Information":

Nevada Finds Disgorgement Is No Penalty

In 2017, the U.S. Supreme Court held that disgorgement in an SEC enforcement action is subject to the five-year limitations period in 28 U.S.C. § 2462 that applies to an "action, suit or proceeding for the enforcement of a civil fine, penalty or...

Fee Shifting May Be New To Delaware, But It's Old Hat In California

Writing for DealLawyers.com, John Jenkins yesterday took note of the Delaware Court of Chancery's decision in Pettry v. Gilead Sciences, (Del. Ch.; 11/20).  Quoting this Cleary Gottlieb blog, John observes that Pettry "introduces a new element of...

Court Finds No Substantial Federal Issue Engendered By Claim Of California Option Plan Exemption

The United States federal courts are courts of limited jurisdiction.  Therefore, it is not always possible to make a "federal case" out of claim, even when issues of federal law may be involved. 

Court Cogitates On Meaning Of "Stock"

Under California's famous Proposition 13, a change in ownership of real property triggers a reappraisal and reassessment of the property for property tax purposes.  Section 60 of the Revenue & Taxation Code defines a "change in ownership" as "a...