California Corporate & Securities Law

A colleague recently asked: "Which is correct - shares in the corporation or shares of the corporation?"  There are two approaches to answering the question - prescriptive and descriptive.

Yesterday, Broc Romanek wrote about a lawsuit filed earlier this week against the Securities and Exchange Commission due to its failure to respond to a petition asking the Commission to adopt political spending disclosure requirements.

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...