California Corporate & Securities Law

I recently discussed whether chat messages constitute "minutes" of a meeting.  A related question is whether emails constitute a meeting.

A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board". Cal. Corp. Code § 1500. Minutes are required to be open to inspection upon the written demand of any shareholder (or...

In California, some things are not what they seem.  Here, a bumblebee, a crab or snail can be a fish, but a goldfish may not be a fish.  See California Believes Clams, Crabs and Bumblebees Are Fish, Does It Now Believe That Joshua Trees Are A Type Of...

I have been following Nevada law since 1987 when it followed Delaware by enacting a statute allowing Nevada corporations to include an exculpation provision in their articles of incorporation. The original statute was an "opt-in" statute and unlike...

For Delaware, are the good times really over for good? 

Over the last few months, I have been following the saga of the lawsuit challenging TripAdvisor's plan to change its corporate domicile from Delaware to Nevada.   The stockholders approved the proposed redomestication last spring, but the proposed...

Yeong Wo is an unincorporated association that serves as an umbrella group for a dozen constituent organizations, called “tangs.”  In Hee Shen Cemetery & Benevolent Assoc. v. Yeong Wo Assoc., 2024 WL 938928 (March 5, 2024), the plaintiff, Hee Shen,...

Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick.  In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled:

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies are typically obtained...