California Corporate & Securities Law

In Orzeck v. Englehart, 195 A.2d  375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal Significance".   Warner...

In 2004, the California legislature enacted an unincorporated associations law as part of the Corporations Code.  Cal. Stats. 2004, ch. 178 (SB 1746).   At the time, the law governing unincorporated associations consisted of various scattered...

Readers of this space will know that the California's board diversity statutes apply to "publicly held corporations" and that California's corporate disclosure law applies to "publicly traded corporations".   Although these two terms are...

Last Friday's post addressed Vice Chancellor Slights' novel ruling that outsider reverse veil piercing is an equitable remedy that is available in Delaware.  Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch. LEXIS 100.  What about...

John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company.  The gist of both these blogs was the decision by a 24% stockholder in the Tribune to return a...

In the Mentor Blog today, Lynn Jokela writes about mandatory board retirement age policies at S&P 500 companies.   Are such policies illegal in California?

The  AME Zion Church of Palo Alto, Inc. was founded in 1918 and has occupied its sanctuary for over a half century.  In 2018, the Bishop of the Western Episcopal District of The African Method Episcopal Zion Church importuned the church's pastor...

Earlier this week, I wrote about the classifications used by ISS in determining whether a director is "diverse".  In short, I found ISS' scheme illogical and perverse.  California's board diversity mandate uses different categories, but does not...

Last week, Liz Dunshee at TheCorporateCounsel.net noted that ISS has updated its policies and procedures to explain how it assesses racial and ethnic diversity.  Currently, ISS considers board diversity in making voting recommendations for two of...