California Corporate & Securities Law

Only a few publicly traded corporations are incorporated in California. Most either started life in Delaware or later decamped to that state (and more recently other states). Nonetheless, many of these corporations have their principal offices in...

In recognition of the beginning of Passover at sunset tomorrow, today's post reprises this post from 2015:

In speaking with a reporter earlier this year, I observed that this proxy season will tell whether DExit has legs. While not exactly, a flood, several well-known and lesser-known corporations have recently filed proxy statements proposing to...

"I see the bad moon arising, I see trouble on the wayI see earthquakes and lightnin', I see bad times today"*

Nevada's exculpatory statute, NRS 78.138(7), requires a plaintiff to both rebut a statutory presumption of good faith and prove a breach of fiduciary duty involving intentional misconduct, fraud, or a knowing violation of the law.  In Tsatas v....

In this February post, I pondered the question of whether an issuer could allocate shares on the basis of race, gender or ethnicity.  That post was inspired by the case of Glennon v. Johnson, U.S. Dist. Ct. Case No. 1:25-cv-01057 (N.D. Ill. Jan. 6,...

Earlier this week, President Donald Trump remarked that he is "thinking in terms of 25%" tariffs on goods imported from Mexico and Canada". A tariff is a tax levied upon imported goods. When goods enter the United States, they are classified and...

The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada.  In preliminary proxy materials filed yesterday with the Securities and Exchange...

Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and Exchange Commission seeking...