California Corporate & Securities Law

Yesterday's post considered the anomalous workings of California Corporations Code Section 112 with respect to the determination of a quorum when some shares are disqualified from voting with respect to a matter. Section 315(g) presents another...

Six years ago, I kvetched "Why Does Determining A Quorum Have To Be So Complicated?" That particular post concerned the fine points of determining quorums for board meetings. The determination of a quorum for a meeting of shareholders can be equally...

Earlier this month, I noted a California bill that would require publicly held corporations have a minimum number of "directors from underrepresented communities". The bill, AB 979 (Holden), originally defined "directors from underrepresented...

Yesterday, I wrote about the motion to dismiss a class action lawsuit against Dropbox based on forum non conveniens and the corporation's federal forum selection bylaw. Several Delaware Justices, Chancellors, and Vice Chancellors and Professor...

Last week, Kevin LaCroix wrote about a pending lawsuit in California against Dropbox, Inc. under Section 11 of the Securities Act of 1933.  The defendants have moved to dismiss asserting forum non conveniens based on Dropbox's federal forum bylaw...

Nearly a year ago, the Business Roundtable fomented interest in so-called "stakeholder capitalism" by issuing this statement.  The statement garnered 181 signatories who proclaimed "a fundamental commitment to all of our stakeholders". 

Shareholders' agreements in closely held corporations frequently grant the corporation and/or the other shareholders the right to repurchase a shareholder's shares if the shareholder ceases to be an employee of the company. What happens if an...

Yesterday's post discussed one aspect of the Court of Appeal's holding in Coley v. Eskaton, 2020 Cal. App. LEXIS 629. The case involved a homeowner's lawsuit against two directors of the homeowner's association and their employers. Among other...

A homeowner in a common interest development sued the homeowner association and two of its directors and the directors employers. The directors were employed by two related companies engaged in the development and support of common interest...