California Corporate & Securities Law

Courtesy of Professor Emmett Brown, I recently attended the 2114 Securities Law Conference and I must say that I was heartened by what I heard there and then.  Here are some of my notes from the conference:

Yesterday, I mentioned the Delaware Supreme Court's recent holding in Biolase, Inc. v. Oracle Partners, L.P., 2014 Del. LEXIS 278 (Del. June 12, 2014).  In an opinion written by Chief Justice Leo E. Strine, Jr., the Supreme Court affirmed a finding...

Suppose in a fit of pique, a director telephones a fellow director and announces that she is quitting the board.  Has the director resigned?  California Corporations Code Section 305(d) provides:

I expect that most limited liability company operating agreements specify how profits and losses are to be allocated among members. Sometimes, they may not. The now repealed Beverly-Killea Act provided a default provision for just this contingency,...

In a speech given late last month, SEC Commissioner Daniel M. Gallagher warned that "for years, state and local governments have used lax governmental accounting standards to hide the yawning chasm in their balance sheets." According to Commissioner...

Nevada, unlike either California or Delaware, exculpates corporate officers from liability to the corporation for any damages as a result of "any act or failure to act" in his or her capacity as an officer unless it is proven that (i) the officer's...

The California counterpart to the Freedom of Information Act (aka FOIA) is the Public Records Act, Government Code Section 6250 et seq.  In a recent unpublished decision, the Court of Appeal succinctly explains why submitting a Public Records Act...

Who knew that abstentions were so newsworthy?  Here are three recent news stories involving abstentions at annual meetings:

In prior posts, I've cast a jaundiced eye on last year's amendment of California's general securities fraud statute, Corporations Code Section 25401.  See Die Verwandlung: How The Legislature Likely Raised The Bar On Securities Fraud Actions and ...