California Corporate & Securities Law

As discussed in the two preceding posts, Nevada's Supreme Court last week decided to adopt New York's standard of review of special litigation committee recommendations to dismiss stockholder derivative suits.  In re Dish Network Derivative...

Yesterday's post limned the Nevada Supreme Court's adoption of New York's Auerbach standard of review for special litigation committee recommendations.  In re Dish Network Derivative Litigation, 133 Nev. Adv. Op. 61 (2017). The Supreme Court...

Nevada law endows a board of directors "full control over the affairs of the corporation".  NRS 78.120(1).  This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of incorporation of the corporation.  Id.  ...

Former New York Surrogate Gideon J. Tucker would be happy today. Pursuant to Joint Rule 61(a)(15), today is the last day for California's legislature to pass bills. Today, also marks the beginning of the legislature's interim study recess (Joint...

In less than a month, the United States Supreme Court will hear oral argument in Leidos, Inc. v. Indiana Public Retirement System (Docket No. 16-581).  The question presented in Leidos is:

On July 21, 2017, Delaware's 74th Governor, John Carney, signed SB 69 into law. This legislation amended various provisions of Delaware's General Corporation Law (Title 8, Delaware Code) ostensibly to establish express statutory authority for...

In preceding posts, I commented on the multifarious definitions of "person" in the Securities Act of 1933, the Exchange Act of 1934 and various laws within the California Corporations Code. As noted, the Corporations Code's definition of "person" is...

Last Friday, I observed that the definitions of "person" found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious. Section 18 of the Code, which applies to the...

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted these acts did not mention LLCs. Congress has since...