California Corporate & Securities Law

Bylaws hardly constitute literature. For the most part, they simply regurgitate the applicable general corporation law with a few permitted changes here and there. In general, there seems to be two schools of thought when it comes drafting bylaws....

The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well). Often, Bylaws describe these indemnity obligations as contract rights. For example the Bylaws of one well-known...

Recent rulings by judges in Delaware and other states have given impetus to the adoption of exclusive forum bylaws.  To the casual observer, the idea might seem entirely novel.  But as Koheleth (the Gatherer) wrote "What has been is what will be, and...

Suzanne Weakley, editor-in-chief of the CEB Business Law Practitioner, recently called my attention to this letter from six professors at U.C. Berkeley (Robert P. Bartlett III, Richard Buxbaum, Stavros Gadinis, Justin McCrary, Steven Davidoff Solomon

Writing for Mother Jones, Kevin Drum recently asked "What's the point of an unenforceable noncompete agreement?"  He posits two possible answers:

Several provisions of the California Corporate Securities Law of 1968 need to be brought up to date. Section 25100(i) is one of them. That section exempts from the qualification requirements of Sections 25110, 25120 and 25130 "Any security issued or...

In a recent post, Columbia Law School Professor John C. Coffee Jr. argues that the Securities and Exchange Commission should take a number of steps to challenge and discourage the adoption of fee-shifting charter provisions.  I disagree.

California's Revised Uniform Limited Liability Company Act (RULLCA) took effect on the first of this year. The RULLCA repealed California's first LLC law - the Beverly-Killea Limited Liability Company Act. The forced subjugation of pre-existing LLCs...

Several years ago, I testified as an expert witness in an administrative proceeding brought by the Securities and Exchange Commission. The hearing was held in what looked like a courtroom before what appeared to be a judge and with lawyers for the...