California Corporate & Securities Law

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance:

William & Mary Law Review recently published Professor Stephen Bainbridge's article, Corporate Directors in the United Kingdom.  The abstract begins with the following observation:

Recently, I happened across a summary of the "key features" of a corporation on the California Franchise Tax Board's website. Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg to differ with some of...

I always appreciate comments from readers of this blog. One reader responded to yesterday's post concerning ISS opposition to classified boards: "You seem to be under the impression that ISS comes up with its guidelines through academic research....

Institutional Shareholder Services (aka ISS) recently published its 2018 Americas Proxy Voting Guidelines Update. Among other changes, ISS will now recommend a vote against or withhold from the entire board of directors (except new nominees, who...

In common parlance, a fiduciary is someone you can trust.  The word itself is related to the Latin word, fidere, meaning to trust. We name our dogs "Fido" because dogs are trustworthy companions. For example, a dog named Hachiko (忠犬ハチ公) faithfully...

Yesterday's post discussed one aspect of the California Court of Appeal's opinion in Central Laborers' Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation's acquisition of McAfee, Inc., a Delaware...

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I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware.  One company in a recently filed proxy statement made the following claim (among others):