Governor Seeks $1.63 Million To Implement Venture Capital Company Reporting Law That He Branded As "Problematic"

Article 14, Section 12 of the California Constitution requires the Governor to submit a budget to the Legislature by January 10 of each year. The Constitution further required that the budget be accompanied by a budget bill, which the chairperson of...

When Must A Proxy Include The "General Nature Of The Matter To Be Voted On"?

The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member". Cal. Corp. Code § 5069. The other...

OAL Rejects DFPI Proposed Regulations

In March 2023, the California Department of Financial Protection & Innovation proposed to adopt numerous regulations to "implement, interpret, and make specific registration requirements for covered persons under the California Consumer Financial...

Federal Judge Finds Exception To Exclusivity Of California Dissenters' Rights Remedy To Be "Likely" Even Though The Statute Says Otherwise

California Corporations Code Section 1312(a) provides:

How The Mandatory Indemnification Statutes Of Nevada And Delaware Differ

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or proceeding.  See DGCL §...

Converting A Corporation Is Not Domestication

In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation.  The Form 8-K filed by this company included the following statement:

Chamber Of Commerce Highlights Some Differences Between SEC And California Climate Disclosure Mandates

Last year, the California legislature enacted two bills, SB 253 and SB 261 that purport to impose burdensome disclosure mandates on businesses. The legislature did so in spite of obvious constitutional infirmities. It was no surprise that the laws...

Another Public Company Announces Plan To Decamp To Nevada - Is Delaware's Dam About To Burst?

The Delaware dam may not be bursting but there are signs that it is leaking.  In an earlier post, I observed that despite all of the talk, I had not found many recent examples of publicly traded companies reincorporating in Nevada. Recently, I...

Is There A California Connection To Kirschner?

Last summer, bankers and the lawyers who advise them breathed a collective sigh of relief when the Second Circuit Court of Appeals  upheld a U.S. District Court's opinion that notes in a bank syndicated loan were not securities.Kirschner v. JP...

1 2 3 4 5