California Corporate & Securities Law

In an arms race, each suffers the worst result if it disarms and the other side remains armed. However, if both sides are armed, they are not as well off as when both sides are disarmed. This is, of course, the classic "Prisoners' Dilemma" game (see...

The modern understanding of the term "outlaw" is someone who has broken the law and has not been captured and brought to justice. There is, however, another sense of the term. A note is said to be "outlawed" when the statute of limitations no longer...

In 2014, the Securities and Exchange Commission announced that all comment letters would request that the issuer include the so-called "Tandy Letter".  Thus, all staff comment letters include a request for a written statement in haec verba:

Some activists are continuing to submit stockholder proposals seeking the implementation of "simple majority voting".  For example,  Morgan Stanley's 2016 proxy statement includes the following proposal from Newground Social Investment, SPC:

When paying a dividend to shareholders, California corporations are subject to Chapter 5 of the California Corporations Code. Corporations incorporated in Delaware and other states may also be subject to Chapter 5 if they meet the conditions of...

Muttering About Mottoes

Recently, I've written about the "absolute" right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600. Readers at, or representing, foreign corporations may have skipped these posts as inapposite to...

Nearly four years ago, I wrote about a Nevada Supreme Court decision holding that Nevada courts can exercise personal jurisdiction over nonresident officers and directors who directly harm the corporation.  Consipio Holding, BV v. Carlberg, 282 P.3d...

Yesterday's post discussed California's "absolute" right of shareholders to inspect the shareholder list established by Section 1600 of the California Corporations Code.  Some additional points are briefly worth noting: