California Corporate & Securities Law

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice Chancellor J. Travis Laster...

In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court appearances. Last Thursday, he...

To non-lawyers, a "person" is usually understood to refer to a human being.  At law, entities such as corporations and limited liability persons are often endowed with personhood.  See, e.g., Cal. Corp. Code § 18 ("'Person' includes a corporation as...

Yesterday I wrote about my concern that about the constitutionality of  SB 1168 (Limón).  This bill  would allow the California Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a foreign...

Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1168, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a foreign corporation upon...

I have been following Nevada law since 1987 when it followed Delaware by enacting a statute allowing Nevada corporations to include an exculpation provision in their articles of incorporation. The original statute was an "opt-in" statute and unlike...

For Delaware, are the good times really over for good? 

A dozen years ago, I posed the question of whether it might be possible to incorporate under a crass, indecent or otherwise offensive name.   That post mentioned the Court of Appeal's holding in Lee v. Superior Court, 9 Cal. App. 4th 510 (1992). In...

I wrote about a bill, SB 54, that would have required institutional investors, securities and real estate brokers, and others to report on the diversity status of "founding teams".  At the time, I criticized the bill as being "so poorly drafted as to...