California Corporate & Securities Law

In a recent post, UCLA Professor Stephen Bainbridge concludes: "And the law is that suits claiming woke directors breached their fiduciary duties by their decisions about how the corporation behaves in the political arena are non-starters". While I...

Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee.  Cal. Corp. Code § 702(c).   There are at least three exceptions...

Last week, I wrote about legislation, 2022 Cal. Stats. ch. 617, that among other things eliminated the word "executive" from the numerous sections of the California Corporations Code containing the phrase "principal executive office".   See Do These...

Last week the Nevada Supreme Court answered the following question that was certified to it by the Ninth Circuit Court of Appeals:

During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its California Business Connect...

It is rare that for an employer to instruct its employees not to try to lure aware a competitor's customers. It is rarer still when an employer fires an employee for doing so. These may be rare events, but apparently (or at least allegedly) they...

It seems as if using the Internet has become as dangerous as walking alone down a dark alley in a crime infested area of the city. Today, the California Department of Financial Protection & Innovation issued the following warning about yet another...

It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine.  See, e.g.,  Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851 (2018). However, that proposition...

Last November, I questioned whether the Supreme Court's decision in Mallory v. Norfolk Southern Railway Co. would endanger Delaware's corporate hegemony.  The issue in that case was the constitutionality of Pennsylvania's deemed consent statute with...