California Corporate & Securities Law

Yesterday's post concerned California's statutory scheme governing the gubernatorial power to fill vacant United States Senate seats. The relevant statute requires that the person appointed be an "elector of this state". Cal. Elect. Code § 10720....

Following the recent passing of Senator Diane Feinstein, California Governor announced the appointment of Laphonza Butler to complete Senator Feinstein's term in the U.S. Senate.   Yesterday, Harvard Law Professor Stephen E. Sachs addressed the...

Professor Stephen Bainbridge recently tackled the question of whether the business judgment rule applies to a corporate board's selection of an expert. Section 141(e) of the Delaware General Corporation Law fully protects a director "in relying in...

In a recently settled administrative proceeding, the Securities and Exchange Commission took the position that an employer took action to impede potential whistleblowers when as a condition of receiving separation pay, the employer required its...

Section 17701.7 of the California Corporations Code sets up two arguably contradictory rules. Subdivision (b) provides that unless displaced by "particular provisions" of the California Revised Uniform Limited Liability Company Act, the principles...

Earlier this week, Suzanne Cosgrove wrote about the Commodity Futures Trading Commission's decision to prohibit Congressional Control Contracts, which it described as "cash-settled, binary (yes/no) contracts based on the question: “Will <chamber of...

Last week, the California Department of Financial Protection & Innovation issued a warning about yet another fraudster's attempt to separate investors from their money:

Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial:

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law. As with most generalizations, however, there are exceptions. For example, Section 702(a) of the...