California Corporate & Securities Law

A century ago, New Jersey was the state in which to incorporate.  Long before former Iraqi President popularized the expression "Mother of Battles" ("Um El-Ma’arek"), the famed legal scholar Adolph A. Berle, Jr. bestowed the title of "mother of all...

With the ongoing hullabaloo concerning the legislative demise of fee shifting bylaw provisions under Delaware law, little attention has been paid to California law. More importantly, no one seems to have noticed that California law already provides...

The problem with "fee-shifting bylaws" starts with the name. A better name might be "anti fee-shifting bylaws" because they end the fee shifting that otherwise applies. Without fee-shifting bylaws, plaintiffs' attorneys are encouraged to bet with...

The California General Corporation Law separately defines "corporation" and "domestic corporation". The definition of "domestic corporation" is straightforward, the definition of "corporation" is not. In most cases, a corporation will also be a...

Many companies have filed or are about to file their Form 10-Qs for their first quarter.  Thus, it seems an opportune time to present the following koans:

Late last week, Senate Bill 75 was introduced in Delaware.  This bill is in part a reaction to the Delaware Supreme Court's holding in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) upholding as facially valid a bylaw imposing...

Yesterday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015). That post discussed the Court of Appeal's holding that under the General Corporation Law the dismissal of a cause of action for involuntary dissolution with...

Sometimes, shareholders are divided on whether a corporation should live or die. In these cases, the California Corporations Code provides an option that allows for the continued existence of a corporation. In any action for involuntary dissolution,...