California Corporate & Securities Law

Contracts often include clauses requiring the parties to exercise their "best efforts" but don't say what exactly this means.  For example, a merger agreement may require parties to use their best efforts to secure all necessary regulatory approvals.

Corporations Code Section 307(a)(8) sets forth the general voting rule applicable to actions by directors. It provides that the decision made by a majority of directors present at a duly held meeting at which a quorum is present is the act of the...

Typically, corporate bylaws provide that officers serve at the pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors. This right of removal is consonant with the notion that an...

Yesterday morning, the Little Hoover Commission voted to approve the Governor's Reorganization Plan, subject to the members appointed by the Speaker of the Assembly (Mark Vargas) and the Senate Rules Committee (Jonathan Shapiro) reaching agreement...

When I first started practicing law, the idea of the limited liability company had yet to be birthed.  A decade later, I co-authored an article speculating on whether California would enact a limited liability company law: Are Limited Liability...

Crowdfunding Caveats Issued

Supreme Court says "no" to Bulldog

In yesterday's post, I mentioned the very recent decision by the U.S. Supreme Court in U.S. v. Home Concrete & Supply, LLC (April 25, 2012). The underlying fight was about a tax deficiency, but the legal question was whether the Internal Revenue...

Consider a board with a total of five authorized members but with only three members in office. The board is facing a various contentious decision on whether to engage in a transaction. Two of the board members favor approval and one opposes. All...