Court Holds That Corporation Need Not Verify Its Answer

Section 446 of the California Code of Civil Procedure concerns the verification of pleadings.  Subdivision (a) provides that an answer to a complaint generally must be verified in either of two following circumstances:

DFPI's Suit Against PHEA Finds No Purchase

The California Student Loan Servicing Act (the "CSLSA") requires all student loan servicers that service student loans in California to be licensed by the California Department of Financial Protection and Innovation (fka the Department of Business...

Lack Of Knowledge Defeats Breach Of Fiduciary Duty Claim

Yesterday's post discussed Judge Mary Kay Vyskocil's ruling in Barenbaum v. Palleschi, 2020 U.S. Dist. LEXIS 180624 that the plaintiff's derivative claims were not "validly in litigation". The case involved allegations that several executives and...

Court Finds Derivative Claims Involving Nevada Corporation Were Not "Validly In Litigation"

A shareholder bringing a derivative claim, faces a choice. The shareholder can either make a demand on the board of directors and then challenge the board's decision not to proceed or file a complaint alleging that the demand would be futile. NRCP...

Why Are Stockholders Of A Nevada Corporation Invoking The DGCL?

When the minority stockholders of a Nevada corporation, Scientific Games Corporation sued the company’s controlling stockholder and members of its allegedly “handpicked” board of directors for breaches of fiduciary duty and violations of the...

Will California's Board Quota Law Change Diversity Disclosures In Proxy Statements?

The Securities and Exchange Commission's proxy rules require the following disclosures with respect to board diversity:

California Commercial Loan Disclosure Rules Proposed For Comment

In 2018, the California legislature enacted SB 1235 (Chapter 1011, Statutes of 2018). This legislation requires that lenders make disclosures to borrowers in a "commercial financing" (as defined). SB 1235 requires the Department of Business...

Nevada Supreme Court Finds California Precedent "Persuasive" In Appeal Of Derivative Action

What, if any, is the standing of a corporation in a derivative action?  Until this month, that question was yet to be addressed by the Nevada Supreme Court.  We now have an answer.

Columbus Day Is A State Holiday, So Why Are So Many State Employees Working Today?

California Government Code Section 6700 lists the following days as "holidays in this state":