California Corporate & Securities Law

The inspection rights of members of California nonprofit mutual benefit corporations mirror those of shareholders of corporations under the General Corporation Law. Section 8333 of the Corporations Code provides that the accounting books and records...

I have been writing recently about SB 203, a bill that is now pending in the Nevada legislature.  As introduced, the bill would, among other things, require the following:

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions.  In the first case, Unocal Corporation v. Mesa Petroleum Co., 493 A.2d 946...

A recent ruling by U.S. District Court Magistrate George Foley, Jr. serves as a reminder the "get it in writing" tends to be good advice. The case involves a casino's attempt to enforce a $3 million gaming debt incurred by one of its patrons. This...

SLAPP is the initialization of the phrase "strategic lawsuit against public participation".  A more informative description of SLAPP suits is found in Simpson Strong-Tie Co., Inc. v. Gore, 49 Cal.4th 12, 21 (2010):

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don't appreciate it when their legal offerings are undermined by other states. One way to...

Earlier this week, I wrote about a proposed amendment to Section 228 of the Delaware General Corporation Law. The amendment, which is proposed by The Corporate Council of the Corporation Law Section of the Delaware State Bar, would essentially...

The California Finance Lenders Law imposes a licensing requirement on persons engaged in the business of a finance lender. Cal. Fin. Code § 22100(a). Chapter 2 of the CFLL imposes a host of requirements on "consumer loans" and Chapter 3 imposes a...

A quarter century ago, I wrote a brief piece criticizing how Delaware handled stockholder action by written consent: