California Corporate & Securities Law

Following a lengthy trial, Los Angeles Superior Court Judge Maureen Duffy-Lewis has found that California's female director quota law violates the Equal Protection Clause of the California Constitution.  Crest v. Padilla L.A. Super. Ct. Case No. ...

In prescribing the duties of directors, California Corporations Code Section 309 provides that a director is entitled to rely on information, opinions, reports or statements prepared or presented by "counsel, independent accountants or other persons...

In a televised address February, Russian President Vladimir Putin announced a "special military operation" in Ukraine.   He later signed a law that reportedly criminalizes references to events in Ukraine as an "invasion" rather than a "special...

Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation.  Subdivision (c) of that statute provides that a consent may be revoked...

Yesterday's discussion of an amicus brief filed by 17 law professors in a case challenging SB 826, California's female director quota mandate, reminded me of a related question that I raised a few years ago:

Earlier this year, the trial of one of the challenges to SB 826, California's female director quota law, concluded but Los Angeles Superior Court Judge Maureen Duffy-Lewis has yet to release her decision.  Crest v. Weber, Cal. Super. Ct. Case No....

Over a decade ago, I posited the following question:  "Should a proxy card specify a choice of law?"  In a recently issued ruling, Vice Chancellor J. Travis Laster noted in the following lengthy footnote that choice of law can be an important issue...

A recent Alaska Supreme Court decisions addresses, but does not decide, the question of whether a corporation may punish a director by withholding corporate information.  In Borer v. Eyak Corp., 2022 Alas. LEXIS 37, a winning candidate for a seat on...

When I reported last Friday that Los Angeles Superior Court Judge Terry Green had ruled in favor of the plaintiffs in their challenge to California's board quota law, AB 979, all I had was a brief minute order from the court.  Crest v. Padilla, LA...