California Corporate & Securities Law

I have often written about numerous provisions of the California Corporations Code that expressly apply to foreign corporations meeting specified tests. The most famous, but not the only, statute of this breed is Section 2115. Although Section 2115...

I've noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors.  Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows:

The Ninth Circuit Court of Appeals' recent holding in Sender v. Franklin Res., Inc., 2015 U.S. App. LEXIS 10113 (9th Cir. Cal. June 16, 2015) is reasonably clear and yet there is much about the case that puzzles me.

Last Friday, Broc Romanek posted about the problem of expressing and determining time in contracts. This reminded me of a Nevada Supreme Court case from 2001 in which the constitutionality of two bills hinged on whether midnight Pacific standard...

A report issued earlier this week by the California Public Employees' Retirement System (CalPERS) implies otherwise.  The report entitled "CalPERS for California 2014" trumpets CalPERS' investment in California businesses and its indirect support for...

Section 10404 of the California Corporations Code provides that corporations for the prevention of cruelty to animals may "proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of any law...

Some statutes are so poorly drafted that one hardly knows where to begin. One such statute is Section 711 of the California Corporations Code. According to the legislature, the purpose of the statute is "to serve the public interest by ensuring that...

In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote "In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or go unrequited." In a...

In reviewing some recent proxy bylaw provisions, I noted that some refer specifically to solicitations "by the Board of Directors".  See, for example, this bylaw provision recently adopted by Monsanto Company. This reference to solicitations by the...