California Corporate & Securities Law

Corporations Code Section 2115 is not an easy read.  Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute:

Yesterday's post concerned Section 2116 of the California Corporations Code.  Courts sometimes describe Section 2116 as codifying the internal affairs doctrine.  See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213, 223 (2009) and Voss v....

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision. When the question comes before a California appellate court, the outcome may turn on the meaning of "may" in California Corporations Code...

California generally follows the "American Rule" with respect to attorney's fees.  Trope v. Katz, 11 Cal.4th 274, 278 (1995). Under the American Rule, each party to a lawsuit must ordinarily pay his own attorney's fees. A contract may provide,...

Professor Stephen Bainbridge yesterday provided a well considered assessment of my "beef" with the Delaware Supreme Court's holding in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that "the fiduciary duties of officers are the same as those of...

I have never been reconciled to the Delaware Supreme Court's pronouncement in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that "the fiduciary duties of officers are the same as those of directors". Officers are, as I've previously noted,...

A New York state of mind, but California dreaming