California Corporate & Securities Law

Yesterday, Liz Dunshee at The Proxy Season Blog took note of new support for the “Improving Corporate Diversity Through Diversity Act of 2019" from the U.S. Chamber of Commerce and other business organizations. If enacted, the ICDTDA would, among...

You can read Delaware's General Corporation Law front to back and back to front and still know very little about Delaware corporate law. The reason is that most of the important rules are not found in statutes but in a myriad of court decisions. The...

California law requires that every California stock, agricultural cooperative and registered foreign corporation file a Statement of Information with the California Secretary of State. Initial statements must be filed within 90 days of registering...

Rule 23.1 of the Nevada Rules of Civil Procedure specifies the pleading and standing requirements for shareholder derivative actions.  Among other things, Rule 23.1 requires that a complaint "allege with particularity the efforts, if any, made by the...

Adam Beeman claimed to be a member in Legacy Insurance Solutions, LLC, a California limited liability company. In support of his claim to membership, he submitted two operating agreements identifying himself as a member. The defendants disputed his...

Today's post continues the discussion regarding the pending class action lawsuit against Dropbox, Inc.  As I mentioned on Monday, the plaintiff is arguing that the company's bylaws do not constitute a contract under California law. The defendants...

Yesterday, I wrote about the motion to dismiss a class action lawsuit against Dropbox based on forum non conveniens and the corporation's federal forum selection bylaw. Several Delaware Justices, Chancellors, and Vice Chancellors and Professor...

Last week, Kevin LaCroix wrote about a pending lawsuit in California against Dropbox, Inc. under Section 11 of the Securities Act of 1933.  The defendants have moved to dismiss asserting forum non conveniens based on Dropbox's federal forum bylaw...

Nearly a year ago, the Business Roundtable fomented interest in so-called "stakeholder capitalism" by issuing this statement.  The statement garnered 181 signatories who proclaimed "a fundamental commitment to all of our stakeholders".