California Corporate & Securities Law

The Statement of Information required pursuant to California Corporations Code Section 1502 is not required to be signed under penalty of perjury. However, the statute does require that the corporation (not the individual submitting the statement)...

More than a decade ago, I expressed concern when the Securities and Exchange Commission charged Koss Corporation and one its CEO, Mr. Koss, with filing materially false financial statements after the corporation had discovered that it had been the...

In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.,506 A.2d 173, 182 (1986), the Delaware Supreme Court famously held that when the sale of a corporation becomes inevitable, the board of directors' duty changed from the preservation of the...

"And friends they may thinks it's a movement."*

I always enjoy hearing from readers of this blog.  Recently, I wrote:

"Just when I thought I was out . . . they pull me back in"

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a...

Delaware's website boldly asserts "The DGCL [Delaware General Corporation Law] offers predictability and stability." I have somewhat waggishly observed, however, that you can read the DGCL cover to cover and still no very little about Delaware...

In West Palm Beach Firefighters Pension Fund v. Moelis & Co., 2024 WL 747180, at *2 (Del. Ch. Feb. 23, 2024), Vice Chancellor J. Travis Laster ruled that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a...

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there are 4 vacancies, that...