California Corporate & Securities Law

The Statute of Frauds has been a part of Anglo-American jurisprudence for centuries. It made its first appearance in the wake of the English Civil War (yes, they had one too but for very different reasons) when King Charles II decided that it was...

Yesterday, I wrote about stockholder challenges to director compensation. Today's post considers what happens when a director joins a board. When someone is invited to join a board, she may ask about compensation. The company may refer the candidate...

Since 1969, there has no question that directors of a Delaware corporation have the authority to set their own compensation. 8 DGCL § 141(h). Having authority to do something, however, doesn't mean that the use of that authority won't be challenged,...

1.  Is a fee-shifting bylaw facially valid under applicable law?  The Delaware Supreme Court has held that a fee-shifting bylaw adopted by a Delaware non-stock corporation is facially valid.  ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209...

Two years ago, I wrote about La. Mun. Police Emples. Ret. Sys. v. Pyott, 46 A.3d 313 (Del. Ch. 2012) in which Vice Chancellor J. Travis Laster refused to give preclusive effect to federal district court's dismissal of a derivative action.  See ...

In yesterday's posting, I noted a recent Form 8-K filing that discloses the adoption of a fee-shifting bylaw.  In  ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209 (Del. May 8, 2014), the Delaware Supreme Court held that a fee-shifting...

The Delaware Supreme Court caused quite a stir when it concluded that a fee shifting bylaw adopted by a non-stock corporation did not run afoul of the Delaware General Corporation Law.  ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209...

At first glance, the plaintiff's position in Bushansky v. Armacost, 2014 U.S. Dist. LEXIS 88072 (N.D. Cal. June 25, 2014) seems a bit peculiar. The plaintiff had filed suit challenging Chevron Corporation's adoption of an exclusive forum bylaw....

In Who Can’t Raise Capital?: The Scylla and Charybdis of Capital Formation, 102 Ky. L.J. 1 (2013-2014), Duke University Professor James D. Cox tackles the widespread criticism of state blue sky laws as barriers to capital formation. Along the way,...