California Corporate & Securities Law

Last week, the Securities and Exchange Commission announced that it had "instituted proceedings against American CryptoFed DAO LLC, a Wyoming-based organization, halting the effectiveness of the company’s registration of two digital tokens as...

Sometimes cases go off in directions that I simply do not expect.   In most cases, I would expect to see the plaintiff contend that it was injured in some way.  However, that was not the case in Lagrisola v. North Am. Fin. Corp., 2021 U.S. Dist. LEXIS...

 In 1995, the California Supreme Court held that a plaintiff pursuing a claim for interference with a prospective contractual or economic relationship had to plead that the defendant's conduct was wrongful.  Della Penna v. Toyota Motor Sales U.S.A.,...

As has been previously discussed in this space, California Secretary of State Shirley N. Weber is seeking dismissal of a federal court challenge to California's director quota mandates - SB 826 and AB 979.  Alliance For Fair Board Recruitment v....

What law governs the relations among the partners of a limited partnership and what law governs the relations between the partners and a limited partnership? Section 15901.06 of the California Corporations Code provides a partial answer to both of...

After Vice Chancellor Morgan Zurn's in September issued his opinion in In re Boeing Company Derivative Litigation, UCLA Professor Stephen Bainbridge declaimed that "After Boeing, Caremark is no longer 'the most difficult theory in corporation law...

Does a member of a limited liability company owe a fiduciary duty to the company and the other members? Section 17704.09(a) of the California Corporations Code states that a member owes a duty of loyalty and a duty of care. Thus, the answer would...

But you remember this.  When you control the mail, you control . . . information.”*

Yesterday's post concerned UCLA Law School Professor Sung Hui Kim's forthcoming article on the efficacy of lawyers as gatekeepers. I sent a link to my post to Professor Kim and she sent me an earlier article that she described as discussing "the...