Advising Antigone - What Would You Do?

This weekend, I plan to see The Antigone Project, an adaptation of Sophocles' fifth century B.C.E. play, Antigone. The play is about Antigone who is the daughter and sister of Oedipus (a man, according to Tom Lehrer, with an "odd complex") and his...

California's Blue Sky Law May Cast A Shadow On Some Foreign Issuer Equity Plans

Foreign issuers whose securities are not listed on either the NASDAQ or New York stock exchange may overlook the need to comply with California's Corporate Securities Law of 1968 when making equity plan awards to their California employees. Without...

Why Did This Dissolved Corporation File Reports With The SEC For Another 18 Years?

Recently, I happened upon across an odd case arising currently pending in the Southern District of Texas, Aztec Oil & Gas, Inc. v. Fisher, Case No. Civ. No. A. H-15-0866 (Jan. 21, 2016).  The ruling issued by Judge Melinda Harmon last month recounts...

Private Email Woes Infect The Private Sector

Vice Chancellor J. Travis Laster's ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their "private" emails may not be so private. The ruling addressed Amalgamated Bank's...

Delaware Inspection Ruling May Cause Yahoo! Inc. To Regret Not Incorporating In Nevada

In a recent blog post, Delaware lawyer Francis Pileggi discusses a recent ruling by Vice Chancellor J. Travis Laster ordering Yahoo! Inc. to produce personal emails of directors and electronically stored information in response to a stockholder...

Do The Secretary Of State's Criteria For Determining "Generally Recognized Presidential Candidates" Violate The APA?

Earlier this week, the California Secretary of State released his list of "generally recognized presidential candidates". These are the individual whose names will appear on California's June 2016 primary ballot. The Secretary of State listed 43...

Insurance Commissioner Calls For Thermal Coal Divestment And Disclosure

Late last month, California's Insurance Commissioner announced that he had "asked all insurance companies doing business in California to voluntarily divest from their investments in thermal coal". Thermal coal, also known as steam coal, is coal...

Promises, Promises: Secretary of State Admits California Can't Accommodate Cumulative Voting

California’s 1879 Constitution enshrined cumulative voting as a constitutional right. Cal. Const. of 1879, Art. XII, § 12 (repealed). The 1931 California General Corporation Law continued mandatory cumulative voting. When the current California...

A Failure To Mediate Results In A Failure To Litigate

Mediation is often viewed as less costly alternative to litigation.  Therefore, it is not unusual for parties to include a mediation provision in their contracts, such as the following: