California Corporate & Securities Law

More than a decade ago, I expressedconcern about the Securities and Exchange Commission's predilection for targeting victims of crimes. That concern related to an enforcement action against a company that had been victimized by a multimillion...

In a recent post, Professor Stephen Bainbridge discusses the question of when a controlling shareholder owes fiduciary duties to minority shareholders.  Knowing when controlling shareholder owes fiduciary duties is one thing, what those fiduciary...

My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024). The case relates to the plaintiff's "decade-long litigation campaign against his former...

In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the governing board of a limited...

Under the business judgment rule, "a director is not liable for a mistaken business judgment which is made in good faith and in what he or she believes to be in the best interest of the corporation, where no conflict of interest exists.”   Gaillard v....

Exactly one year ago today, I wrote that Governor Newsom had signed a bill, AB 39, that will prohibit a person from engaging in digital financial asset business activity without a license from Department of Financial Protection & Innovation. AB 39...

Recently, I wrote that The Trade Desk, Inc. is proposing to reincorporate from Delaware into Nevada.  An appendix to the company's definitive proxy statement includes a table ofProposed Reincorporations, Proxy Filings from January 1, 2021 to August...

Professor Ann Lipton recently wrote about an ingenious scheme developed by the Federal Bureau of Investigation that has resulted in indictments of 18 individuals and entities for alleged fraud and manipulation in the crypto currency markets....

Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction.  Last May, Kintara Therapeutics, Inc., a Nevada corporation, filed a registration...