California Corporate & Securities Law

Delaware has long dominated the market for incorporations.  Thus, I was surprised to see University of Nevada Law Professor Eric H. Franklin write that Nevada enjoys a 4 to 1 advantage over Delaware in corporate formations. If this seems...

In this post, Professor Douglas K. Moll attacks the question of whether a partner has "actual authority, simply as a matter of his 'partner' status, to bind the partnership to an ordinary business transaction":

Readers of this blog will know that California marches to its own drummer when it comes to the enforceability of covenants not to compete. California Business & Professions Code Section 16600 declares these covenants void unless they fall within a...

The regulation of "swaps" lies at the intersection of the commodities and securities regulation. In the parlance of commodity regulation, a "swap" is a contract or transaction that provides for a payment dependent on an event or contingency...

Last week, I wrote about the venue implications of the location (or lack of) a corporation's principal executive office. The location of a corporation's PEO isn't just about venue, however. Numerous provisions of the California General Corporation...

The California General Corporation Law does not require that a California corporation have a principal executive office located in California. In fact, Section 177 explicitly contemplates that a corporation's PEO may be located elsewhere or that the...

Companies often include a choice of law provision in their equity and other compensation plans. Some companies include a choice of law in the award agreement, either in lieu of, or in addition to, the plan document. Specifying applicable law helps...

John Jenkins at The Mentor Blog addresses the question of who has authority to hire and fire officers?  He notes:

Francis Pileggi writes about a recent ruling by U.S. District Judge Sue L. Robinson in which she refused to consider whether the business judgment rule applied to officers of a Delaware corporation: