California Corporate & Securities Law

Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada.  Rather than convert, the company is proposing to effect the reincorporation by means of a merger with and into a...

Many corporations pay significant amounts for directors and officers liability policies. Commonly referred to as D&O policies, these policies usually involve three sides. Directors and officers are likely to have the most interest in "Side A"...

Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine.  In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023).    The Caremark doctrine originally held that directors...

Yesterday's post again discussed whether the Securities and Exchange Commission exceeded its authority in adopting Rule 21F-17(a), which provides:

In a blog post this morning, Liz Dunshee notes that the Securities and Exchange Commission has recently announced the settlement seven more cases involving Rule 21F-17(a), which provides:

A year ago, Governor Gavin Newsom signed two bills, Assembly Bill 39 and Senate Bill 401, that created the California Digital Financial Assets Law.  SB 401 added Section 3902 to the Financial Code to prohibit an operator of a digital financial asset...

Last week, the Securities and Exchange Commission announced that it had settled charges against a broker-dealer and two investment advisers for impeding their clients from reporting securities law violations to the SEC. According to the SEC, the...

California law provides that any licensee of the Department of Alcoholic Beverage Control or agent or employee of the licensee, who sells, gives or delivers to any person any alcoholic beverage between the hours of 2 a.m. and 6 a.m. of the same day,...

Under Section 1030 of the California Code of Civil Procedure, a defendant may at any time apply to the court by noticed motion for an order requiring the plaintiff to file an undertaking to secure an award of costs and attorney’s fees which may be...