California Corporate & Securities Law

Lao Tzu (老子) is said to have written that there a many paths to enlightment, but how many paths are there to becoming a director? To answer the question, let's look at the definition of "directors" in the California General Corporation Law:...

A recent paper by Adair Morse, Wei Wang, and Serena Wu, Executive Gatekeepers: Useful and Divertible Governance, tackles interesting questions about the the effectiveness of internal gatekeepers and the impact of equity incentives on those...

Over the years, I've received several calls asking what can be done when a business entity has been wrongfully terminated. Answering this question became a bit easier in 2006 with the enactment of AB 2588 (Runner) which authorized a court to...

Although the initial ruckus over how to determine the outcome of executive compensation say-on-frequency votes has subsided, I still maintain that the Securities and Exchange Commission botched the rule (§240.14a-21(b)). More importantly, it seems...

Recently, the National Labor Relations Board concluded that an employer violated the law when it adopted a policy requiring employees to "Keep customer and employee information secure. Information must be used fairly, lawfully and only for the...

Is an LLC a party to its own operating agreement?

By dramatically lowering the cost of disseminating information, the internet has made it possible for companies to "cybersmear" their competitors before a large potential audience at very little cost. The internet also allows companies to disguise...

Recently, I wrote about Oxfam America's new lawsuit against the Securities and Exchange Commission for failing to adopt a final rule implementing Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. I heard from one reader...

One agenda item for the upcoming meeting of the Investor Advisory Committee is a "Discussion of Issuer Adoption of Fee-Shifting Bylaws for Intra-Corporate Litigation". This is indeed an interesting and timely topic in light of the Delaware Supreme...