California Corporate & Securities Law

Technology continues to challenge the law. For example, what does it mean for someone to have an address? Is that where a person is physically located or where that person can be found in cyberspace? Such were the questions confronting the Appellate...

In the recent California gubernatorial debate, Governor Jerry Brown defended his decision to appeal Judge Rolf M. True's ruling in Vergara v. California, Cal. Super. Ct. Case No. BC484642 (June 10, 2014). The case has attracted widespread attention...

The title of this recent law review article frames the problem well, At the Whim of Your Adversaries: California's Hazards in Sell-Side Representation and Waiver of Attorney-Client Privilege, 54 Santa Clara L. Rev. 651 (2014). In this article, the...

Even though a corporation has dissolved, there may still be a need to take certain corporate actions. For example, the corporation may need to continue to prosecute or defend lawsuits, file a final franchise tax return, or collect and dispose of...

In an article published last summer, Professors Stephen Bainbridge and M. Todd Henderson argued that "significant gains that could be realized by permitting firms (be they partnerships, corporations, or other business entities) to provide board...

If I asked who or what are the primary sources of corporate governance changes, I would expect the following answers: Congress, the Securities and Exchange Commission, the stock exchanges, proxy advisory firms, public pension funds, and "gadflies"...

University of California - Berkeley law school Professor Steven Davidoff Solomon started a contretemps amongst corporate governance mavens when he published this piece in The New York Times DealBook.  Broc Romanek, writing for TheCorporateCounsel.net...

I just don't understand Labor Day. To be more specific, I don't understand the holiday's name. "Labor" is derived from the Latin word meaning work or toil. Etymologically speaking, therefore, Labor Day is Work Day. To me, celebrating Labor Day by...

In a recent post in The New York Times DealBook, Berkeley Law School Professor Steven Davidoff Solomon argues that keeping corporate lawyers silent "can shelter wrongdoing". I completely agree that the attorney-client privilege limits society's...