California Corporate & Securities Law

In an article published last summer, Professors Stephen Bainbridge and M. Todd Henderson argued that "significant gains that could be realized by permitting firms (be they partnerships, corporations, or other business entities) to provide board...

If I asked who or what are the primary sources of corporate governance changes, I would expect the following answers: Congress, the Securities and Exchange Commission, the stock exchanges, proxy advisory firms, public pension funds, and "gadflies"...

University of California - Berkeley law school Professor Steven Davidoff Solomon started a contretemps amongst corporate governance mavens when he published this piece in The New York Times DealBook.  Broc Romanek, writing for TheCorporateCounsel.net...

I just don't understand Labor Day. To be more specific, I don't understand the holiday's name. "Labor" is derived from the Latin word meaning work or toil. Etymologically speaking, therefore, Labor Day is Work Day. To me, celebrating Labor Day by...

In a recent post in The New York Times DealBook, Berkeley Law School Professor Steven Davidoff Solomon argues that keeping corporate lawyers silent "can shelter wrongdoing". I completely agree that the attorney-client privilege limits society's...

I was quite surprised to read Judge Gregory M. Sleet's ruling in OpenGate Capital Group LLC v. Thermo Fisher Scientific Inc., 2014 U.S. Dist. LEXIS 92256 (D. Del. July 8, 2014). The lawsuit was brought by the purchaser of a business. The purchase...

A complaint filed in the Central District of California caught my eye because it involved the rather unusual circumstance of a corporation suing a former director and officer for, among other things, failing to file reports under Section 16(a) of...

Last Friday's post concerned whether a plaintiff could establish jurisdiction by tagging a corporate officer attending a conference in California. The question was whether a corporation is present wherever its officers are present. Today's post...

When a corporation sends an officer to a conference in California, is the corporation present in California? A corporation can only act through its officers. Thus, it might be said that the corporation is present wherever its officers happen to be,...