California Corporate & Securities Law

It is a peculiar hubris of California's legislators that they often presume to extend the application of the state's laws beyond its legal borders. Corporations Code Section 2115, for example, presumes to apply multiple provisions of the California...

California readers most likely are aware of the fact that California's nonprofit corporate law is triadic. Thus, it possible to organize a nonprofit corporation as a public benefit corporation, a mutual benefit corporation or religious corporation....

Yesterday, the United States Supreme Court held that when the Securities and Exchange Commission seeks civil penalties against a defendant for securities fraud, the Seventh Amendment to the U.S. Constitution entitles the defendant to a jury trial.  ...

The Statement of Information required pursuant to California Corporations Code Section 1502 is not required to be signed under penalty of perjury. However, the statute does require that the corporation (not the individual submitting the statement)...

More than a decade ago, I expressed concern when the Securities and Exchange Commission charged Koss Corporation and one its CEO, Mr. Koss, with filing materially false financial statements after the corporation had discovered that it had been the...

In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.,506 A.2d 173, 182 (1986), the Delaware Supreme Court famously held that when the sale of a corporation becomes inevitable, the board of directors' duty changed from the preservation of the...

"And friends they may thinks it's a movement."*

I always enjoy hearing from readers of this blog.  Recently, I wrote:

"Just when I thought I was out . . . they pull me back in"

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a...