California Corporate & Securities Law

As I discussed in this post from earlier this month, SB 54 would have required institutional investors, securities and real estate brokers, and others to report diversity status of startup founding teams. The bill has since been substantially...

In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, 2023 WL 2417273 (Del. Ch. Mar. 9, 2023), Vice Chancellor J. Travis Laster ruled that two investment funds were within the "circle of confidentiality" that encompassed the corporation...

Earlier this month, TripAdvisor, Inc. filed preliminary proxy materials that include a proposal to redomesticate the company from Delaware to Nevada.  Within days a lawsuit was filed in the Delaware Court of Chancery challenging the move and a...

The California General Corporation Law entitles directors in performing their duties to rely upon information, opinions, reports or statements of others. Cal. Corp. Code § 309(b). Does the statute protect a director who relies upon a statement or...

Artificial intelligence (AI) has attracted a great deal of attention of late.  Last week, for example, CNN headlined a recent story "Elon Musk warns AI could cause ‘civilization destruction’ even as he invests in it". If AI can write a credible term...

In honor of Earth Day, the California Department of Financial Protection & Innovation is promoting Environmental, Social, and Governance (ESG) investing on its website: "Embracing Sustainable Investment Practices with ESG Investing". According to...

The last several posts have been examining the definition, or lack thereof, of the term "officer".   The term is widely used, but is not necessarily defined by in corporation laws.  As noted in the first of these posts, Section 312 of the California...

In yesterday's post, I posited that Delaware does and doesn't define "officer".   For the proposition that Delaware defines the term, I cited Delaware's deemed consent statute - 10 Del. Code § 3114. That statute, however, only appears to furnish a...

Yesterday's post discussed the meaning of the term "officer" under the California General Corporation Law. It may surprise no one that Delaware's statute, 8 Del. Code § 142, is different. Unlike Section 312 of the California Corporations Code,...