California Corporate & Securities Law

Under the business judgment rule, a director will not be liable for a mistake in business judgment provided that certain conditions are met. In the case of a California nonprofit mutual benefit corporation, a director who performs her duties in...

Nevada's private corporation law automatically exculpates directors and officers from individual liability from individual liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or...

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation should sue must therefore...

Who is family and how close are they? These aren't questions that typically occupy the mind of a corporate lawyer. Occasionally, however, consanguinity matters even to a corporate lawyer. Thus, Section 308 of the California Corporations Code...

This past April marked the 400th anniversary of the death of William Shakespeare.  See Happy Birthday William Shakespeare! In 37 plays, Shakespeare wrote of kings, generals, lovers, and fools. He also made frequent mention of law. He uses the word...

In "The Scope Of Stockholder Inspection In California And Delaware", I wrote about what a shareholder is entitled to inspect under California's shareholder inspection statute - Corporations Code Section 1601.  I did not discuss where that inspection...

Four points to consider when drafting these often crucially important, but tiresome, documents:

Congress told the SEC to adopt a resource extraction disclosure rule by no later than April 17, 2011. The SEC missed that statutory deadline by over a year. After the SEC belatedly adopted a rule in 2012, the U.S. District Court for the District of...

In a posting yesterday, Professor Stephen Bainbridge poses the question "When an acquirer spots red flags: Should Microsoft's board beware?" He points out: