California Corporate & Securities Law

In response to Covid-19 (Coronavirus) emergency, the California Department of Business Oversight has issued guidance to banks and credit unions and to escrow agents, finance lenders and services, student loan servicers, residential mortgage lenders...

Last week, I wrote about legislation enacted in 2013 allowing the bylaws to contain "any provision, not in conflict with the articles, to manage and conduct the ordinary business affairs of the corporation effective only in an emergency as defined...

In 2013, the Corporations Committee of the Business Law Section California State Bar sponsored legislation, A.B. 491, to provide California corporations with certain flexibility in the case of an emergency. Among other things, the legislation...

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...