California Corporate & Securities Law

Last October, I wrote that one academic study had concluded that California's enactment of legislation mandating minimum numbers of female directors had already "resulted in a significant decline in shareholder value for firms headquartered in...

In a typical securities fraud action brought under Rule 10b-5, a private plaintiff must prove (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or...

Section 317(e) of the California Corporations Code provides that indemnification may be authorized in four different ways. Today's blog concerns the second. Under Section 317(e)(2), an "independent legal counsel" may authorize indemnification in a...

I haven't actually encountered a case in which a corporation simply can't find a member of its board of directors. If such a situation should arise, however, the California General Corporation Law has an answer in Section 2003. That statute...

This week, I have been writing about Section 308 of the California Corporations Code.  Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a corporation are deadlocked so...

Monday's post concerned the appointment of one or more provisional directors pursuant to California Corporations Code Section 308. The statute requires that a provisional director be an "impartial person". In addition, the appointee must not be any...

Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances.  Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed are very different.

Professor Stephen Bainbridge asks "If corporations are not people, then what are they?"  Although I hesitate to cavil over diction, I do think the question is more properly framed "If corporations are not persons, then what are they?" 

California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must own all of the...