Most equity award plans that I come across include a statement of the plan's purposes. I haven't tended to give these provisions a whole lot of thought, but an opinion issued yesterday by the Ninth Circuit Court of Appeal makes it clear that a...
UCLA Professor Stephen Bainbridge asked the following question concerning advance notice bylaw provisions in "The Professor is Stumped: Today's Corporate Law Question":
François-Marie Arouet, better known as Voltaire, once famously wrote "Ce corps qui s'appelait et qui s'appelle encore le saint empire romain n'était en aucune manière ni saint, ni romain, ni empire (This body, which was, and is, titled the Holy...
Earlier this week, the staff of the SEC's Division of Corporation Finance issued several new, and rewrote several existing, Compliance and Disclosure Interpretations ("C&DIs") relating to Non-GAAP Financial Measures. Recently, the SEC has been...
Synecdoche is a literary trope by which one refers the whole by a component, or vice versa. The word is derived from an ancient Greek word, σuνεκδοχή, which means understanding one thing with another. Although I was first introduced to the term in...
It might be reasonable to assume that a dissolved corporation no longer has any officer and directors. However, the California General Corporation Law seems to assume that dissolved corporations continue to have directors and officers. California...
Section 17701.13 of the California Corporations Code requires that a limited liability company designate and continuously maintain in California both an office and an agent for service of process. The office need not be a place of the LLC's activity...
Today, California regulates the offer and sale of securities more by exemption than qualification. In addition, California and other states have lost authority over a significant amount of securities transactions due to federal preemption. The...
"The common law of England, so far as it is not repugnant to or in conflict with the Constitution and laws of the United States, or the Constitution and laws of this State, shall be the rule of decision in all the courts of this State."