California Corporate & Securities Law

Although state law does not explicitly authorize advisory elections, the California legislature is poised to pass a bill calling a special election for this November for an advisory vote. SB 1272 (Lieu) would submit the following question to the...

The California Revised Uniform Limited Liability Company Act. which took effect on January 1 of this year, provides the statutory framework for the formation and operation of limited liability companies. The law appears to distinguish between a...

Item 5.07(d) of Form 8-K requires issuers to disclose "the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials until the next required...

Courtesy of Professor Emmett Brown, I recently attended the 2114 Securities Law Conference and I must say that I was heartened by what I heard there and then.  Here are some of my notes from the conference:

Yesterday, I mentioned the Delaware Supreme Court's recent holding in Biolase, Inc. v. Oracle Partners, L.P., 2014 Del. LEXIS 278 (Del. June 12, 2014).  In an opinion written by Chief Justice Leo E. Strine, Jr., the Supreme Court affirmed a finding...

Suppose in a fit of pique, a director telephones a fellow director and announces that she is quitting the board.  Has the director resigned?  California Corporations Code Section 305(d) provides:

I expect that most limited liability company operating agreements specify how profits and losses are to be allocated among members. Sometimes, they may not. The now repealed Beverly-Killea Act provided a default provision for just this contingency,...

In a speech given late last month, SEC Commissioner Daniel M. Gallagher warned that "for years, state and local governments have used lax governmental accounting standards to hide the yawning chasm in their balance sheets." According to Commissioner...

Nevada, unlike either California or Delaware, exculpates corporate officers from liability to the corporation for any damages as a result of "any act or failure to act" in his or her capacity as an officer unless it is proven that (i) the officer's...