California Corporate & Securities Law

The big news yesterday in corporate jurisprudence was the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi in which the Delaware Supreme Court upheld forum selection charter provisions that require claims under the Securities Act of...

Earlier this month, the U.S. Supreme Court heard oral argument in Liu v. Securities and Exchange Commission.  The question before the court was whether a district court, in a civil enforcement action brought by the Securities and Exchange Commission,...

"Forsan Et Haec Olim Meminisse Iuvabit"

California Corporations Code Section 307(a)(8) provides that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provisions of Section 310...

Suppose that the articles of incorporation of a California corporation provide that the authorized number of directors is 7. Unless the articles or bylaws provide otherwise, the attendance of 4 directors will constitute a quorum. Cal. Corp. Code §...

Last November, a shareholder of OSI Systems, Inc. filed a complaint in the U.S. District Court for the Eastern District of California challenging California's law imposing female director quotas on publicly traded corporations headquartered in...

California's Governor Gavin Newsom has big plans for the Department of Business Oversight.  These plans were described in his proposed 2020-2021 budget as follows:

"Nothing but blue skies do I see"

Kansas claims the pride of place in with its enactment in 1911 of the country's first general securities law. Kan. L. 1911, ch. 133. Kansas Bank Commissioner J.N. Dolley, the author of that law, is also given credit...

Last month, I wrote about the Nevada Supreme Court's holding that a plaintiff must prove more than gross negligence to hold a director liable for breach of fiduciary duty.  Chur v. Eighth Jud. Dist. Ct., 136 Nev. Adv. Op. 7 (Feb. 27, 2020). This...