California Corporate & Securities Law

Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a great deal of attention....

Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation. (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)). The complaint challenges...

Last week, the Securities and Exchange Commission announced that it had filed a complaint against the Chief Information Officer of pharmaceutical company Viatris Inc. (formerly known as Mylan N.V.). The SEC is alleging that the CTO tipped his friend...

Yesterday's post concerned a case in which a California Court of Appeal held that an arbitrator must decide whether a former partner is an employee.  This reminded me of this six year old post. 

As discussed in this post from 2016, California Labor Code Section 925 prohibits an employer from requiring an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that would do either of the...

Some readers may recall that two years ago the Office of the Comptroller of the Currency adopted a "true lender" rule.  That rule The rule specified that a bank makes a loan and is the true lender if, as of the date of origination, it (1) is named...

Conversions will soon be less cumbrous for California corporations. Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of another jurisdiction...

The Securities and Exchange Commission new "clawback" rules were approved on a divided vote.  The two Republican members of the Commission, Hester M. Peirce and Mark T. Uyeda voted against adoption. Tomorrow's election will not result in an immediate...

Today's post continues the discussion of the SEC's recent adoption of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery of erroneously awarded...