California Corporate & Securities Law

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Recently, I came across a list of unicorns. These are private companies with valuations of $1 billion or more. I can't vouch for the accuracy of the list, but I did recognize many of the names. Many of the companies on the list shared two...

I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware.  One company in a recently filed proxy statement made the following claim (among others):

Yesterday, I wrote about New York Judge Marcy Friedman's opinion in Special Situations Fund III QP, L.P. v Overland Storage, Inc., 2017 N.Y. Misc. LEXIS 3878, 2017 NY Slip Op 32125 (Oct. 10, 2017). The case involved a contract provision requiring a...

Chapter 1 of the California General Corporation Law includes a large number of definitions, beginning with "Acknowledged" (Section 149) and ending with "Written, in writing" (Section 195). It is easy to gloss over these terms as the balance of the...

U.S. District Court Judge Tena Campbell's ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say. The case involved claims by the liquidating trustee for a failed real...

Earlier this week, UCLA Law School Professor Stephen Bainbridge precised the question of corporate philanthropy. He notes "Virtually all states have adopted statutes specifically granting corporations the power to make charitable donations, which...

Seventeen years ago, Delaware amended Section 211 of the Delaware General Corporation Law to permit corporations to hold electronic meetings of stockholders.  72 Del. Laws, c. 343, §§ 7, 8. In the ensuing years, an increasing number of corporations...

Passengers flying to Las Vegas arrive at the McCarran International Airport. Having spent my youth in Las Vegas, I have many memories of going to the airport to greet arriving family or to fly East for school. Then, there was no passenger security...