California Corporate & Securities Law

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...

The California counterpart to the Freedom of Information Act (aka FOIA) is the Public Records Act, Government Code Section 6250 et seq.  In a recent unpublished decision, the Court of Appeal succinctly explains why submitting a Public Records Act...

Who knew that abstentions were so newsworthy?  Here are three recent news stories involving abstentions at annual meetings:

In prior posts, I've cast a jaundiced eye on last year's amendment of California's general securities fraud statute, Corporations Code Section 25401.  See Die Verwandlung: How The Legislature Likely Raised The Bar On Securities Fraud Actions and ...

I was profoundly disheartened by these recent remarks by SEC Commissioner Kara M. Stein:

I've written many posts on the subject of voting because it seems so straightforward and yet turns out to be complex. In tackling any voting problem, it is important to know and understand the applicable voting rule. An example of a voting rule can...

In prior posts, I've mentioned the Etruscans who were the northern neighbors of the Latins and the erstwhile kings of Rome.  The last of these kings was Tarquinius Superbus, also known as Tarquin the Proud. According to the ancient sources,...

Lawyers often speak of the attorney-client privilege in the singular as if there is only one privilege. Given the multiplicity of fora in which actions may be brought, it is best to think in the plural. There are many versions of the attorney-client...

The corporate governance world has been disquieted by Delaware Supreme Court Justice Carolyn Berger's recent opinion that upheld the validity of a fee-shifting bylaw provision in the bylaws of a Delaware non-stock corporation. ATP Tours, Inc. v....