California Corporate & Securities Law

In 2013, then Chancellor Leo Strine determined that under Section 259 of the Delaware General Corporation Law the attorney-client privilege held by the target company follows to the surviving company after a merger.   Great Hill Equity Partners IV, LP...

The California Corporations Code is a misnomer. While the Corporations Code does in fact govern corporations, it also governs a wide variety of unincorporated entities, including general partnerships, limited partnerships, and limited liability...

Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada.  Rather than convert, the company is proposing to effect the reincorporation by means of a merger with and into a...

Many corporations pay significant amounts for directors and officers liability policies. Commonly referred to as D&O policies, these policies usually involve three sides. Directors and officers are likely to have the most interest in "Side A"...

Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine.  In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023).    The Caremark doctrine originally held that directors...

Yesterday's post again discussed whether the Securities and Exchange Commission exceeded its authority in adopting Rule 21F-17(a), which provides:

In a blog post this morning, Liz Dunshee notes that the Securities and Exchange Commission has recently announced the settlement seven more cases involving Rule 21F-17(a), which provides:

A year ago, Governor Gavin Newsom signed two bills, Assembly Bill 39 and Senate Bill 401, that created the California Digital Financial Assets Law.  SB 401 added Section 3902 to the Financial Code to prohibit an operator of a digital financial asset...

Last week, the Securities and Exchange Commission announced that it had settled charges against a broker-dealer and two investment advisers for impeding their clients from reporting securities law violations to the SEC. According to the SEC, the...