California Corporate & Securities Law

It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been the state in which most...

In California's continuing war on businesses, a legislator recently introduced a bill to enact the "Polluters Pay Climate Superfund Act of 2025", AB 1243 (Addis). This bill would establish the a program to be administered by the California...

Will The First State No Longer Be First?

Almost one year ago, Chancellor Kathaleen St. J. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement.   Sjunde AP-Fonden v. Activision...

The most distinguishing feature of Delaware law is that it is interpreted and applied by a court of equity.   A recent post by Professor Stephen Bainbridge illustrates this point:

As I and others have pointed out, Nevada leans heavily on its statutes when it comes to corporate governance.  Currently, NRS 78.135 provides:

On Monday, Delaware State Senator Bryan Townsend introduced Senate Bill 21 which would, among other things, statutorily define "controlling stockholder" and substantially change the rules governing the "cleansing" of controlling stockholder...

Earlier this month, Nevada Assemblymember Erica Roth introduced a bill, A.B. 158, to authorize Nevada courts to exercise general personal jurisdiction over entities on the sole basis that the entity:

As the courts wrestle with various challenges to the Corporate Transparency Act, Congress is also taking an interest.  Last week, the House of Representatives passed H.R. 736 which would allowcompanies formed or registered before January 1, 2024, to...