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The Case Whose Name The Delaware Supreme Court Dare Not Speak

The big news yesterday in corporate jurisprudence was the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi in which the Delaware Supreme Court upheld forum selection charter provisions that require claims under the Securities Act of...

Choice of Law/Conflict of Law

A Problem Of Disgorgement

Earlier this month, the U.S. Supreme Court heard oral argument in Liu v. Securities and Exchange Commission.  The question before the court was whether a district court, in a civil enforcement action brought by the Securities and Exchange...

Securities and Exchange Commission

California's Emergency Services Act

"Forsan Et Haec Olim Meminisse Iuvabit"

A few months after being appointed Deputy Secretary and General Counsel to California's Business, Transportation & Housing Agency, Southern California suffered the Northridge Earthquake.  At the time, the...

California Sui Generis

The Case Of The Insufficient Majority

California Corporations Code Section 307(a)(8) provides that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provisions of Section 310...

Corporate Governance, Corporations Code

Breaking Bad At Board Meetings

Suppose that the articles of incorporation of a California corporation provide that the authorized number of directors is 7.  Unless the articles or bylaws provide otherwise, the attendance of 4 directors will constitute a quorum.  Cal. Corp. Code §...

California Corporations Code, Corporate Governance

A Different Sort Of Standing Is At Issue In Federal Court Challenge To California Female Director Quota

Last November, a shareholder of OSI Systems, Inc. filed a complaint in the U.S. District Court for the Eastern District of California challenging California's law imposing female director quotas on publicly traded corporations headquartered in...

Corporate Governance, General Corporation Law

DBO Expansion Plans To Be Aired On April Fools' Day

California's Governor Gavin Newsom has big plans for the Department of Business Oversight.  These plans were described in his proposed 2020-2021 budget as follows:

"To better reflect its current and future role, DBO’s name will be changed to the...

Department of Business Oversight, Department of Corporations

No Blue Sky For Almost A Half Century

"Nothing but blue skies do I see"

Kansas claims the pride of place in with its enactment in 1911 of the country's first general securities law.  Kan. L. 1911, ch. 133.  Kansas Bank Commissioner J.N. Dolley, the author of that law, is also given...

securities, Nevada

We Now Know That "Knowing" Requires Knowledge

Last month, I wrote about the Nevada Supreme Court's holding that a plaintiff must prove more than gross negligence to hold a director liable for breach of fiduciary duty.  Chur v. Eighth Jud. Dist. Ct., 136 Nev. Adv. Op. 7 (Feb. 27, 2020).  This...

nevada corporation, Corporate Governance

First Legal Test Of Female Board Quota Law Will Be On Monday

Last August, I reported on the filing of a taxpayer challenge to California's Board Gender Quota Law.  Crest v. Padilla, Cal. Super. Ct. Case No. 19STCV27561.  California's Secretary of State, Alex Padilla, was named as the defendant in his official...

Corporate Governance, California Secretary of State

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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