California Corporate & Securities Law

Yesterday, I took note of a new law that requires active members of the California State Bar to disclose annually whether they have provided pro bono legal services and certain other information through the licensee’s My State Bar online profile on...

California Governor Gavin Newsom recently signed AB 2505 (Gabriel).  Consequently, active members of the California Bar will be required, with certain exceptions, to report annually whether they have provided pro bono legal services and certain other...

Last week, Governor Gavin Newsom signed AB 2426 into law.  The bill declares it unlawful for "a seller of a digital good to advertise or offer for sale a digital good to a purchaser with the terms 'buy,' 'purchase,' or any other term which a...

The legal implications of artificial intelligence, or AI, are vast.  Many, no doubt, have read stories about lawyers being embarrassed by briefs drafted with AI.  See, e.g., Lawyer Used ChatGPT In Court—And Cited Fake Cases. A Judge Is Considering...

California is a biologically confused state.  Section 45 of the California Fish & Game Code defines "fish" to mean a "wild fish, mollusk, crustacean, invertebrate, amphibian, or part, spawn, or ovum of any of those animals". Most people would not...

Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024),cert. denied, No. 2023-0449-JTL, 2024 WL 1211688 (Del. Ch. Mar. 21, 2024) involved a challenge to the proposed reincorporation of TripAdvisor, Inc. from Delaware to Nevada. Vice Chancellor J. Travis...

Earlier this week, The Trade Desk, Inc. filed preliminary proxy materials for a special meeting of stockholders.  The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to the State of Nevada by...

The California General Corporation Law requires that a California corporation have a secretary. Cal. Corp. Code § 312(a)(2). The CGCL, however, says nothing about a chief legal officer. Indeed, many corporations do not have the position of chief...

In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC,  2024 WL 1502944 (Cal. Ct. App. Apr. 5, 2024), reh'g denied (Apr. 30, 2024). That case involved claims against a dissolved Nevada limited...