California Corporate & Securities Law

In 2007, Nevada imposed an interesting limitation, the charging order, on the ability of creditors to foreclose on shares of closely-held Nevada corporations.  Here's how the Nevada Secretary of State's website describes the statute, NRS 78.746:

The Nevada Secretary of State's website unabashedly proclaims "Nevada is the second most popular commercial filing jurisdiction in the country, due largely to our favorable business laws and low-tax environment." The website then continues with a...

Nevada likes to market itself as a low tax jurisdiction, touting the fact that "Nevada does not impose income tax on domestic or foreign corporations." It may not impose a tax on income, but it does impose a tax on "commerce". This new tax is...

Plaintiffs sue corporations and they sue individual members of the boards of directors, but can a plaintiff sue a board of directors as a body? That was the question in Theta Chi Fraternity, Inc. v. Leland Stanford Junior Univ., 2016 U.S. Dist....

Last week, the Securities and Exchange Commission trumpeted that whistleblower awards have now exceeded $100 million, or a million Benjamins!

California law does not permit limited liability companies to render a variety of professional services.  See,  Contractors Do It, PIs Do It; Why Not Real Estate Brokers? To add insult to injury, the California General Corporation Law does not...

A legal proceeding brought in a representative capacity is sometimes referred to as a "shareholder's derivative action" and sometimes as a "shareholder's derivative suit".  Which is correct?

In this recent post, I suggested that absolute guarantees of confidentiality to whistleblowers may be counterproductive. In today's post, I will elaborate on why.

Companies typically cite cost savings and ease of access as the motivation for holding virtual stockholder meetings.  Andy D. Bryant, Chairman of the Board of Intel Corporation, for example, provided the following rationale in the company's 2016...