The California Franchise Tax Board recentlyproposed a new regulation that will add to the growing list of reasons for corporations to consider moving their headquarters to some other state. The new regulation purports to “clarify” existing law by...
California Proposes Another Reason For Corporations To Move Their Principal Executive Offices To Another State
Posted on October 27, 2020
Nevada's Director Liability Standard Defeats Another Derivative Suit
Posted on October 26, 2020
NRS 78.138(3) imposes a statutory presumption that other than in cases of a change in control of the corporation, directors and officers, in deciding upon matters of business, act in good faith, on an informed basis and with a view to the interests...
A Rash Of License Impersonators?
Posted on October 23, 2020
In the last several weeks, California's Department of Financial Protection and Innovation (fka the Department of Business Oversight) has issued a number of consumer alerts involving companies fraudulently claiming to hold a DFPI license. For...
Court Holds That Corporation Need Not Verify Its Answer
Posted on October 22, 2020
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
Posted on October 21, 2020
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
Posted on October 20, 2020
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"
Posted on October 19, 2020
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?
Posted on October 16, 2020
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?
Posted on October 15, 2020
The Securities and Exchange Commission's proxy rules require the following disclosures with respect to board diversity:
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