DBO Warns That It Will Be Monitoring Face Covering Compliance

"How many then should cover that stand bare!"

In This Case, A Wrongful Termination Does Not Render Repurchase Wrongful

Shareholders' agreements in closely held corporations frequently grant the corporation and/or the other shareholders the right to repurchase a shareholder's shares if the shareholder ceases to be an employee of the company. What happens if an...

Why Is The CDPH So Tentative In Its Justification Of Face Coverings?

Although many experts from Dr. Fauci to the World Health Organization initially discouraged healthy people from wearing masks, it seemed to me that wearing a face covering should diminish the spread of infection of diseases that are communicated...

Today's Post: "Stakeholderism does not benefit stakeholders, shareholders, or society"

Harvard Law School Professor Lucian Bebchuk is an eminent scholar of corporate governance with whom I often disagree.  He, for example, favors SEC rules requiring public companies to disclose their political spending.  See Lucian Bebchuk & Robert...

Court Finds This Triptych Sufficient To Establish A Director's Breach Of Fiduciary Duty

Yesterday's post discussed one aspect of the Court of Appeal's holding in Coley v. Eskaton, 2020 Cal. App. LEXIS 629. The case involved a homeowner's lawsuit against two directors of the homeowner's association and their employers. Among other...

Director Found To Have Breached His Fiduciary Duty By Sharing Corporation's Privileged Information With His Personal Attorney

A homeowner in a common interest development sued the homeowner association and two of its directors and the directors employers. The directors were employed by two related companies engaged in the development and support of common interest...

Court Rules Rights To Timeshare Vacation Points Are Not Securities

Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 define the term "security" by providing long and varied lists of financial instruments and contractual relationships.  Neither law mentions timeshare vacation points ...

California's Corporation Code, You'll Find No Epidemics Or Pandemics There

Protasis

Can A Pandemic Be Sufficient Cause To Declare A "State Of Emergency"?

On March 4, 2020, Governor Newsom proclaimed a "state of emergency" pursuant to California's Emergency Services Act. His proclamation reflected his finding that "conditions of Government Code section 8558(b), relating to the declaration of a State...