California Corporate & Securities Law

The word "unanimous" is derived from two Latin words, unus (meaning one) and animus (mind).  Thus in Plautus' play, the servant, Stichus, tells his friend, Sagarinus: "ego tu sum, tu es ego, unianimi sumus (I am you and you are I, we are of one...

Earlier this week, The Wall Street Journal published two articles by Rolfe Winkler concerning shareholder access to financial information in companies not subject to the reporting requirements of the Securities Exchange Act of 1934.  In one of these ...

In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a "covered class action" under the Securities...

Most equity award plans that I come across include a statement of the plan's purposes. I haven't tended to give these provisions a whole lot of thought, but an opinion issued yesterday by the Ninth Circuit Court of Appeal makes it clear that a...

UCLA Professor Stephen Bainbridge asked the following question concerning advance notice bylaw provisions in "The Professor is Stumped: Today's Corporate Law Question":

François-Marie Arouet, better known as Voltaire, once famously wrote "Ce corps qui s'appelait et qui s'appelle encore le saint empire romain n'était en aucune manière ni saint, ni romain, ni empire (This body, which was, and is, titled the Holy...

Earlier this week, the staff of the SEC's Division of Corporation Finance issued several new, and rewrote several existing, Compliance and Disclosure Interpretations ("C&DIs") relating to Non-GAAP Financial Measures. Recently, the SEC has been...

Synecdoche is a literary trope by which one refers the whole by a component, or vice versa. The word is derived from an ancient Greek word, σuνεκδοχή, which means understanding one thing with another. Although I was first introduced to the term in...

It might be reasonable to assume that a dissolved corporation no longer has any officer and directors. However, the California General Corporation Law seems to assume that dissolved corporations continue to have directors and officers. California...