California Corporate & Securities Law

I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada. Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then reincorporated in...

The classic model of corporate governance is that the board of directors appoints and removes the principal corporate officers. This is consistent with the general principle that the business and affairs of a corporation must be managed and all...

In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.,506 A.2d 173, 182 (1986), the Delaware Supreme Court famously held that when the sale of a corporation becomes inevitable, the board of directors' duty changed from the preservation of the...

"And friends they may thinks it's a movement."*

I always enjoy hearing from readers of this blog.  Recently, I wrote:

"Just when I thought I was out . . . they pull me back in"

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a...

Delaware's website boldly asserts "The DGCL [Delaware General Corporation Law] offers predictability and stability." I have somewhat waggishly observed, however, that you can read the DGCL cover to cover and still no very little about Delaware...

In West Palm Beach Firefighters Pension Fund v. Moelis & Co., 2024 WL 747180, at *2 (Del. Ch. Feb. 23, 2024), Vice Chancellor J. Travis Laster ruled that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a...

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there are 4 vacancies, that...