California Corporate & Securities Law

Professor Ann Lipton at Tulane University Law School has noted a slew of forthcoming papers concerning the internal affairs doctrine in light of Vice Chancellor Laster's holding in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, and California's...

Yesterday, the Nevada Supreme Court issued its opinion in In re Discipline of James A. Colin, 135 Nev. Adv. 43 (2019). As the name of the case suggests, the opinion involved a question of attorney discipline. Although this isn't a regular subject...

Last January, I wrote about Senator Robert Hertzberg's introduction of a bill, SB 51, that would authorize the licensing and regulation of cannabis limited charter banks and credit unions under the oversight of the Commissioner of Business...

The idea of putting the cart before the horse is not new.  The Second Century C.E. writer Lucian of Samosata used the phrase in his Dialogues of the Dead ("ἡ ἅμαξα τὸν βοῦν"). Although the phrase is now a cliché, it was all that came to mind when...

According to federal law, today is Constitution and Citizenship Day.  Congress has helpfully codified the purpose of the day as follows:

Dean Joshua Fershee at Creighton University School of Law has had a habit of pointing out judicial confusion of limited liability companies and corporations.  See LLCs Still Not Corporations, Even In Class Action Settlements. Recently, I came across...

California has codified the so-called "equal dignity" rule for agents in Civil Code Section 2309 which provides:

Broc Romanek at The Mentor Blog has been writing about publicly traded companies that reportedly continue charter provisions allowing shareholders to remove directors only for "cause". Section 303 of the California Corporations Code generally...

Hillsborough Dev. Co., LLC v. Annen Case No. D074818 (Cal. Ct. App. Aug. 9, 2019) involved a disputed removal of an LLC's manager by a majority of the members. The LLC agreement was silent on how the manager could be removed and the parties did not...