California Corporate & Securities Law

Suppose that a corporation has three directors, A, B & C, each of whom is compensated by the corporation. Is director A financially interested in a resolution fixing the compensation of director B? Corporations Section 310(a) provides the following...

More than six decades ago, the late Professor Marver H. Bernstein published his theory of regulatory capture in Regulating Business By Independent Commission (Greenwood Press 1955). According to his theory, agencies follow a life cycle of birth,...

When when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50% or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the plaintiff's shares at their “fair value.” Cal....

The California General Corporation Law authorizes a corporation to "issue one or more classes or series of shares or both, with full, limited or no voting rights". Cal. Corp. Code § 400(a). Thus, it may be reasonable to assume that when a...

Last week, the Securities and Exchange Commission issued a press release announcing its decision to award $20 million "to a whistleblower who promptly came forward with valuable information that enabled the SEC to move quickly and initiate an...

Some readers may have skipped this week's posts discussing director liability under California Corporations Code Section 316 on the theory that the statute applies only to directors of corporations incorporated under the General Corporation Law....

Never fear? Smith Is No Longer Here

Section 316(a) of the California Corporations Code imposes joint and several liability on directors who approve any of the following actions:

Readers will know that I have been a frequent critic of California's Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. In many cases, it is simply hard to believe that the legislature really intended what it enacted. ...