California Corporate & Securities Law

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing. There are a number of other...

Last week, I devoted several posts to the question of suing the CEO for social activism.  The catalyst for the discussion was an August 17, 2017 Op-Ed piece by Jon L. Pritchett and Ed Tiryakian in The Wall Street Journal.  That piece cited recent CEO...

I have long puzzled over the question of which is correct - "derivative suit" or "derivative action"? Historically, the term "suit" was used for proceedings in equity. California courts have generally regarded shareholder derivative claims as...

The last few days, I've been writing about the legal issues raised by Jon L. Pritchett and Ed Tiryakian in a recent opinion piece published by The Wall Street Journal.  To sum up the discussion so far, Professor Stephen Bainbridge responded to...

In an August 17, 2017 opinion piece published in The Wall Street Journal, Jon L. Pritchett and Ed Tiryakian had the following message for shareholders:

Not too long ago, I wrote about the Securities and Exchange Commission's confusing classification of subsidiaries.  See The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned. Since this blog is concerned...

For years, I've been critical of governance experts who promote "best practices" without any basis that these practices are actually effective, much less the best. For example, the Harvard Law School's Shareholder Rights Project undertook to push...

A colleague who is not a corporate lawyer recently noted that in common parlance directors and officers are often simply lumped together as the "same thing". He suggested that I devote a post to a primer on the differences between directors and...

While prognosticators continue to place odds on whether the Financial CHOICE Act of 2017, H.R. 10, will be enacted, many commentators are claiming that it will "repeal" the Securities and Exchange Commission's pay ratio rule. Even if H.R. 10 is...