California Corporate & Securities Law

California, unlike other states, has codified the attorney-client (and other evidentiary) privileges.  Cal. Evid. Code §§ 900 et seq.  In an opinion issued last week, the California Court of Appeal provided a nice summary of how a court must assess...

Until 1931, California did not permit the creation of an irrevocable proxy. With the 1931 revision of the General Corporation Law, it became possible to create an irrevocable proxy if that proxy was "coupled with an interest". Former Cal. Corp. Code...

I've recently completed my editing of the annual update to Marsh & Volk's treatise, Practice Under the California Securities Laws.  One source of frustration has been to account for and explain the numerous technical errors in the securities laws....

The last two sentences of Section 1101 of the Corporations Code can be an unwonted surprise to some practitioners.  They are intended to ensure fair treatment of shareholders in a merger by imposing two requirements:

I don't see that many cases involving California's Cooperative Corporation Law and so I was interested in a recent ruling by Magistrate Judge Laurel Beeler in English & Sons, Inc. v. Straw Hat Rests., Inc., 2016 U.S. Dist. LEXIS 44803 (N.D. Cal....

Last January, I wrote about one plaintiff's unsuccessful attempt to pursue claims against the maker of Fancy Feast cat food for failure to disclose the alleged use of forced labor.  Barber v. Nestlé USA, Inc., 2015 U.S. Dist. LEXIS 170608 (C.D. Cal....

If you're interested in California's usury law, you have to look in several places: the Constitution, uncodified initiative measures, codes and case law. When Woodrow Wilson was occupying the White House, the people of California approved a series...

In yesterday's post, I commented on a recent ruling by former Vice Chancellor John W. Noble to the effect that "Delaware disclosure law which generally does not require disclosures to shareholders unless shareholder action is sought".  The Ravenswood...

Francis Pileggi in his Delaware Corporate & Commercial Litigation Blog recently wrote that there is no per se duty on the part of a closely held company to disclose financial statements .  In The Ravenswood Investment Company, L.P. v. Winmill & Co....