California Corporate & Securities Law

I am aware of two pending challenges to the constitutionality of California's female director quota mandate.  One, Crest v. Padilla, is pending in the Superior Court in Los Angeles.  The other, Meland v. Padilla, is pending in the U.S. District Court...

California currently imposes unique disclosure requirements on publicly traded corporations.  See California Joins The Parade: The California Corporate Disclosure Act, 16 Insights 21 (2002). These disclosures are at best useless because they...

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a limited liability company into various other types of entities, including a corporation. Cal. Corp. Code § 17710.02. Following conversion, the succeeding...

Yesterday, the California Secretary of State's office released what is calling the "Women On Boards" report. The Secretary of State's office is required to publish this report on its website pursuant to Corporations Code § 301.3. Below are the...

George Springmeyer had a storied legal career during the early years of the twentieth century as the District Attorney for Esmeralda County, Nevada and then the U.S. Attorney for the District of Nevada. His service as District Attorney from 1906 to...

I have commented in several posts on provisions of the California Corporations Code that address corporate action in times of emergency.  As we were entering the Covid-19 pandemic shut down, I noted General Corporation Law weirdly shackles the...

Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies.  The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the validity, construction,...

Yesterday's post concerned, a recent ruling by Vice Chancellor Sam Glasscock in Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021).  In finding that a director's duties are fiduciary, not contractual, the Vice Chancellor observed:

Last summer, I considered the question of whether bylaws constitute a contract under California law.  See Are Bylaws Contracts Under California Law? and Are Bylaws a Contract or Contracts? Earlier this month, Vice Chancellor Sam Glasscock III ruled...