California Corporate & Securities Law

Yesterday's post considered the anomalous workings of California Corporations Code Section 112 with respect to the determination of a quorum when some shares are disqualified from voting with respect to a matter. Section 315(g) presents another...

Six years ago, I kvetched "Why Does Determining A Quorum Have To Be So Complicated?" That particular post concerned the fine points of determining quorums for board meetings. The determination of a quorum for a meeting of shareholders can be equally...

Last month, Cisco Systems, Inc. submitted a no-action letter request to exclude a shareholder proposal submitted by James McRitchie. The fact that Mr. McRitchie has submitted a proposal is by no means newsworthy - he has filed scores this proxy...

The California Department of Business Oversight announced last week that it has experienced a dramatic increase in consumer complaints, calls and inquiries following the onset of the Covid-19 pandemic.  According to the Department, consumer...

California recognizes two different torts involving interference with economic relations - interference with performance of a contract and interference with prospective economic advantage. Originally California courts treated these two torts as...

Section 16600 of the California Business & Professions Code provides that except for certain statutory exceptions "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent...

California Assembly Member Lorena Gonzalez recently amended AB 3075 to impose successor liability for unpaid wages.  The bill would, among other things, add a new Section 200.3 to the California Labor Code:

The Business Roundtable attracted considerable attention recently when it renounced fealty to the interests of stakeholders rather than shareholders.  The problem of stakeholderism is brilliantly illustrated by the eponymous Bainbridge Hypothetical:

Earlier this month, I noted a California bill that would require publicly held corporations have a minimum number of "directors from underrepresented communities". The bill, AB 979 (Holden), originally defined "directors from underrepresented...