California Corporate & Securities Law

In Orzeck v. Englehart, 195 A.2d  375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal Significance".   Warner...

In 2004, the California legislature enacted an unincorporated associations law as part of the Corporations Code. Cal. Stats. 2004, ch. 178 (SB 1746). At the time, the law governing unincorporated associations consisted of various scattered...

Readers of this space will know that the California's board diversity statutes apply to "publicly held corporations" and that California's corporate disclosure law applies to "publicly traded corporations". Although these two terms are maddeningly...

I expect that most plaintiffs in derivative actions do not expect to pay a defendant's attorneys' fees if they lose because under the "American Rule" each side pays their own attorneys' fees, regardless of who wins. A contract may, of course,...

The California Financing Law (fka Finance Lenders Law) requires that persons engaged in the business of making loans be licensed by the Department of Financial Protection & Innovation (fka Department of Business Oversight fka Department of...

Mr. Sims is a retired veteran living on a fixed income in California.  Last year, he " "responded to online marketing" on a website maintained by OppLoans, a Delaware limited liability company with an Illinois address. Mr. Sims entered into a loan...

Last Friday's post addressed Vice Chancellor Slights' novel ruling that outsider reverse veil piercing is an equitable remedy that is available in Delaware.  Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch. LEXIS 100. What about insider...

Professor Stephen Bainbridge and several others have taken note of Vice Chancellor Slights' recent consideration of "reverse veil piercing" in Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch. LEXIS 100 . Surprisingly, the question of...

John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company. The gist of both these blogs was the decision by a 24% stockholder in the Tribune to return a...