California Corporate & Securities Law

As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement. “Parol” is derived from the French word, “parole” meaning speech. The parol evidence...

Yesterday's post introduced new Section 4(a)(7) of the Securities Act of 1933, as added by the Fixing America’s Surface Transportation Act or the “FAST Act”. Boiled down to the essentials, this is a secondary trading exemption. This is made clear by...

When I served as Deputy Secretary and General Counsel of the California Business, Transportation & Housing Agency, the Departments of Transportation and Corporations were part of that agency. As a result, my days often involved a concatenation of...

Like many others, I'm a huge fan of Justice William W. Bedsworth's column, "A Criminal Waste of Space".  Today's post was inspired by Justice Bedsworth's most recent column bemoaning the misplaced instinct of lawyers from their nonage to their dotage...

In This Evidentiary Privilege May Stop At The Border, I noted that Section 1119 of the California Evidence Code establishes a broad mediation privilege:

I initially titled Tuesday's post "The Staff's Position On Unbundling Gets Even Weirder" but I ultimately elected to substitute "More Weird" for "Weirder". What I was struggling with was whether to use the comparative or periphrastic form of the...

Proponents of a majority vote requirement for the election of directors often decry the fact that under a plurality vote standard, a director can win with a single vote.  For example, the 2015 proxy statement of Nabors Industries Ltd. included the...

"Bundling" was a colonial American practice of unmarried persons sharing the same bed whilst being physically separated by a board or sack.  As might be expected, bundling had its critics.  One Henry Reed Stiles piously carped:

I have often observed that you can read every section of the Delaware General Corporation Law and learn almost nothing about Delaware corporate law. Here are three of the most fundamental principles of Delaware corporate law that you won't find in...