California Corporate & Securities Law

Last week, I dipped a toe into the difficult topic of what happens to the attorney-client privilege in merger and acquisition transactions.  In that post, I framed a definitional question - is the attorney-client privilege an asset? If the...

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn't immediately tossed out on jurisdictional grounds. ...

The U.S. Constitution enjoins each state to accord "full faith and credit" to "the public acts, records, and judicial proceedings of every other State". U.S. Const. Art. IV, § 1. However, a judgment creditor can't directly enforce a judgment...

Public companies like to have have their homes in California, the just don't like to incorporate here.  It seems that there is nothing new this situation.

One might expect plaintiffs to always name the primary violator in a securities fraud suit. However, what if suing the primary violator is not an option because the primary violator is in bankruptcy or the subject of a court ordered stay? Can there...

Suppose that a corporation decides to sell all of its assets. Do all assets include the attorney-client privilege? In considering this question, I think it is useful to distinguish between the documents or other media that contain the privileged...

Nevada Secretary of State Ross Miller has been a tireless promoter of Nevada's private corporation law.  Over a year ago, he announced an on-line business entity search tool for iPhone, iPad and iPod Touch users.  See Business Entity Search Now...

Do corporations make a profit?  I think it is beyond peradventure that some corporations make a profit.  But do most (i.e., more than half) make a profit?  If more than half do make a profit, how many more than half?

Last week, I wrote about how a shareholder who owns 60% of the voting power could find herself in a deadlock situation under cumulative voting. A former colleague on the Corporations Committee of the Business Law Section of the California State Bar,...