California Corporate & Securities Law

UCLA Law School Professor Stephen Bainbridge posted some thoughts yesterday on the meaning of contractual "best efforts" requirements.  See What do "best efforts" and variants mean? A proposed set of definitions. The springboard for Professor...

Earlier this week, I wrote about Wellisch v. Pa. Higher Educ. Assistance Agency, 2017 U.S. Dist. LEXIS 40831 (N.D. Cal. Mar. 21, 2017). The issue was whether the defendant, Pennsylvania Higher Education Assistance Agency, was required to register as...

Last July, the California Department of Business Oversight proposed regulations to implement the provisions of AB 667 (Wagner). The bill, which was enacted in 2015 and took effect last year, created a new exemption from the broker-dealer...

Some words are easily confused such as hyperthermia and hypothermia. In the case of the former, one is overheated and in the case of the latter, one is not warm enough. The difference becomes more understandable when one knows the roots of these two...

The inspection rights of members of California nonprofit mutual benefit corporations mirror those of shareholders of corporations under the General Corporation Law. Section 8333 of the Corporations Code provides that the accounting books and records...

I have been writing recently about SB 203, a bill that is now pending in the Nevada legislature.  As introduced, the bill would, among other things, require the following:

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions.  In the first case, Unocal Corporation v. Mesa Petroleum Co., 493 A.2d 946...

A recent ruling by U.S. District Court Magistrate George Foley, Jr. serves as a reminder the "get it in writing" tends to be good advice. The case involves a casino's attempt to enforce a $3 million gaming debt incurred by one of its patrons. This...

SLAPP is the initialization of the phrase "strategic lawsuit against public participation".  A more informative description of SLAPP suits is found in Simpson Strong-Tie Co., Inc. v. Gore, 49 Cal.4th 12, 21 (2010):