California Corporate & Securities Law

California and federal law establish ample protections for whistleblowers. These protections can be found in numerous laws, including the Sarbanes-Oxley Act, the Dodd-Frank Act, and Section 1102.5 of the California Labor Code. Whistleblowing...

Professor Stephen Bainbridge yesterday provided a well considered assessment of my "beef" with the Delaware Supreme Court's holding in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that "the fiduciary duties of officers are the same as those of...

Lenders and brokers licensed under the California Finance Lenders Law must file an annual report by the Ides of March (i.e., March 15) of each year.  Cal. Fin. Code § 22159.  This is a hard deadline and the Department of Business Oversight does not...

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation.  Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including:

Can a board of directors remove one of its own? In the case of a California corporation, the answer is no. The power to remove directors is vested in the shareholders and the superior court pursuant to Corporations Code Section 303 and 304. While...

I have never been reconciled to the Delaware Supreme Court's pronouncement in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that "the fiduciary duties of officers are the same as those of directors". Officers are, as I've previously noted,...

Should corporate law be concerned with the sinner or the sinned against?  In the venerable case of Meinhard v. Salmon, 249 N.Y. 458, 464 (1928), Benjamin Cardozo penned these now famous lines:

Section 710(b) of the California Corporations Code defines a "supermajority vote" as a requirement set forth in a corporation's articles of incorporation (or certificate of determination) that specified actions be approved by a larger proportion of...

Last weekend, I attended a symposium at the UCLA School of Law entitled "Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law".  The event, organized by ever erudite Professor Stephen Bainbridge, featured presentations by...