California Corporate & Securities Law

Counterfeiting was once considered to be tantamount to treason. It is still a serious, but not capital, crime. In fact, it is one of only four crimes specifically mentioned in the Constitution. Notably, however, the Constitution doesn't mention...

Last week, I discussed the Court of Appeal's consideration of whether the business judgment rule protects a director from claims based on breach of the corporation's governing documents.  See Does The Business Judgment Rule Protect Directors Who...

Under the business judgment rule, a director will not be liable for a mistake in business judgment provided that certain conditions are met. In the case of a California nonprofit mutual benefit corporation, a director who performs her duties in...

Nevada's private corporation law automatically exculpates directors and officers from individual liability from individual liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or...

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation should sue must therefore...

Who is family and how close are they? These aren't questions that typically occupy the mind of a corporate lawyer. Occasionally, however, consanguinity matters even to a corporate lawyer. Thus, Section 308 of the California Corporations Code...

This past April marked the 400th anniversary of the death of William Shakespeare.  See Happy Birthday William Shakespeare! In 37 plays, Shakespeare wrote of kings, generals, lovers, and fools. He also made frequent mention of law. He uses the word...

In "The Scope Of Stockholder Inspection In California And Delaware", I wrote about what a shareholder is entitled to inspect under California's shareholder inspection statute - Corporations Code Section 1601.  I did not discuss where that inspection...

Four points to consider when drafting these often crucially important, but tiresome, documents: