California Corporate & Securities Law

A Delaware limited liability company might reasonably expect that Section 18-305 of Title 6 of the Delaware Code governs the inspection rights of its members. However, members of a foreign LLC, including an LLC organized under Delaware law, may have...

Section 141(d) of the Delaware General Corporation Law provides that the directors of any corporation may "be divided into 1, 2, or 3 classes". It's hard to make sense of this statement. First, I don't believe that Delaware legislature meant to...

This weekend, I plan to see The Antigone Project, an adaptation of Sophocles' fifth century B.C.E. play, Antigone. The play is about Antigone who is the daughter and sister of Oedipus (a man, according to Tom Lehrer, with an "odd complex") and his...

Foreign issuers whose securities are not listed on either the NASDAQ or New York stock exchange may overlook the need to comply with California's Corporate Securities Law of 1968 when making equity plan awards to their California employees. Without...

Recently, I happened upon across an odd case arising currently pending in the Southern District of Texas, Aztec Oil & Gas, Inc. v. Fisher, Case No. Civ. No. A. H-15-0866 (Jan. 21, 2016).  The ruling issued by Judge Melinda Harmon last month recounts...

Vice Chancellor J. Travis Laster's ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their "private" emails may not be so private. The ruling addressed Amalgamated Bank's...

In a recent blog post, Delaware lawyer Francis Pileggi discusses a recent ruling by Vice Chancellor J. Travis Laster ordering Yahoo! Inc. to produce personal emails of directors and electronically stored information in response to a stockholder...

Earlier this week, the California Secretary of State released his list of "generally recognized presidential candidates". These are the individual whose names will appear on California's June 2016 primary ballot. The Secretary of State listed 43...

Late last month, California's Insurance Commissioner announced that he had "asked all insurance companies doing business in California to voluntarily divest from their investments in thermal coal". Thermal coal, also known as steam coal, is coal...