California Corporate & Securities Law

Earlier this month, the Securities and Exchange Commission added a new paragraph (i) to Item 407 requiring a company to describe any practices or policies regarding hedging transactions. The fact that the SEC took this action should have been no...

In July 2017, I wrote about Judge Brian C. Walsh's ruling that Delaware, not California, was the proper forum for suing the directors of a Delaware corporation based on the corporation's forum selection bylaw.  California Judge Honors Delaware Forum...

Earlier this week, the Securities and Exchange Commission adopted a new rule that will require a company to describe any practices or policies it has adopted regarding the ability of its employees (including officers) or directors to purchase...

Do California Labor Code provisions governing employees apply to persons performing work outside of California?  What if that work is performed pursuant to an agreement that includes the following provisions?

When I first heard about Delaware's new statute establishing a procedure for dividing a limited liability company, I immediately flashed back to High School Biology class and meiosis. In meiosis 1, a single cell divides into two cells with each...

The California Supreme Court has adopted a rule of deference to most decisions made by community association boards:

I suppose that some unincorporated persons might be tempted to add "Inc." to give an impression of corporality to their activities. Although Nevada is famously lenient to many vices, impersonating a corporation is not one of them. NRS 78.047 imposes...

In 1972, the Securities and Exchange Commission adopted what has become known as the "gag rule":

The North Carolina's Supreme Court's recently issued opinion in  Azure Dolphin, LLC v. Barton, 2018 N.C. LEXIS 1036 caught my eye because it involved an interpretation of California Corporations Code Section 15910.02 which establishes the pleading...