California Corporate & Securities Law

Diversity jurisdiction of the federal courts requires complete diversity of citizenship. 28 U.S.C. § 1332. If a party is a corporation, then it becomes necessary to determine the location of the corporation's citizenship. In a recent decision,...

The California Corporations Code includes provisions governing a wide variety of nonprofit organizations. However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious corporations. While the drafters...

In 2020, California enacted the California Consumer Financial Protection Law, Cal. Fin. Code § 90000 et seq. The CCFPL authorizes the Department of Financial Protection & Innovation to define unfair, deceptive, and abusive acts and practices in...

This space has previously discussed the question of just how absolute a director's "absolute" right of of inspection really is.  See When Is A Director’s Inspection Right Not Absolute? and Defining The Metes And Bounds Of A Director's Absolute Right...

Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions.  United Food & Commercial Workers Union v. Zuckerberg262A.3d1034 (Del.2021).  Under this test, courts are to...

California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification. Most exemptions are conveniently...

"Aaron Burr, sirCan we agree that duels are dumb and immature?"

SB 260 scheduled to be heard tomorrow by the Assembly Judiciary Committee. This bill would enact the the "Climate Corporate Accountability Act". If enacted, the bill purportedly would require large companies doing business in California to provide...

I was perplexed by Judge Cindee F. Mayfield's repeated references to "derivate claims" in a recent unpublished opinion - JBB Investment Partners v. Fair, Cal. Ct. of Appeal Case No. No. A160098 (June 9, 2022). Was this a typographical error or was...