California Corporate & Securities Law

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...

In the Mentor Blog today, Lynn Jokela writes about mandatory board retirement age policies at S&P 500 companies.   Are such policies illegal in California?

A year ago, "all changed, changed utterly". In February 2020, I doubt very few, if anyone, would have anticipated that schools, government offices, houses of worship, museums, offices, theaters, and restaurants would be closed and that people would...

The AME Zion Church of Palo Alto, Inc. was founded in 1918 and has occupied its sanctuary for over a half century. In 2018, the Bishop of the Western Episcopal District of The African Method Episcopal Zion Church importuned the church's pastor into...

Earlier this week, I wrote about the classifications used by ISS in determining whether a director is "diverse". In short, I found ISS' scheme illogical and perverse. California's board diversity mandate uses different categories, but does not...

Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state: