California Corporate & Securities Law

I have commented in several posts on provisions of the California Corporations Code that address corporate action in times of emergency.  As we were entering the Covid-19 pandemic shut down, I noted General Corporation Law weirdly shackles the...

Yesterday's post concerned, a recent ruling by Vice Chancellor Sam Glasscock in Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021).  In finding that a director's duties are fiduciary, not contractual, the Vice Chancellor observed:

Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring, to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of a registrant’s human...

California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors. The statute lists three instances when the "board alone" may adopt...

Professor Stephen Bainbridge recently expressed the hope that Caremark liability will not become routine.  "Caremark" refers to Chancellor Allen's decision in In re Caremark Int'l. Deriv. Litig., 698 A.2d 959 (1996) in which he found that directors...

A just-published article by University of Texas Professor Jens C. Dammann takes an empirical look at public company relocation choices.  State Competition for Corporate Headquarters and Corporate Law: An Empirical Anaylsis, 80 Md. L. Rev. 214 (2021)....

Last month, C3.ai, Inc., an enterprise AI software company, closed its initial public offering with net proceeds to the Company of over $600 million. On the day of the IPO, the company's Chief Executive Officer, Tom Siebel, shared these less than...

Last year, California Governor Gavin Newsom signed AB 979 (2020 Cal. Stats. ch. 316) into law. Consequently, no later than the end of this year, "publicly held corporations" with their principal executive offices in California are required to have a...

Last Friday, this space addressed itself to Vice Chancellor J. Travis Laster's ruling in Stream TV Networks v. SeeCubic,C.A. No. 2020-0310-JTL (Dec. 8, 2020). He concluded that stockholder approval was not required when an insolvent corporation...