California Corporate & Securities Law

Section 709 of the California Corporations Code provides a mechanism for "any shareholder" or "any person who claims to have been denied the right to vote" to obtain a determination by the Superior Court of the validity of any election or...

Tulane Law School Professor Ann M. Lipton at Tulane Law School begins her forthcoming, Inside Out (or, One State to Rule them All): New Challenges to the Internal Affairs Doctrine, by quoting Delaware Vice Chancellor J. Travis Laster:

In a recent feature published by the Washington Legal Foundation, UCLA Professor Stephen Bainbridge casts a jaundiced eye toward Vice Chancellor J. Travis Laster's recent ruling in In re McDonald's Corp. Stockholder Deriv. Litig., C.A. No....

In the face of the rising popularity of stakeholderism, Professor Stephen Bainbridge has determined to "stand athwart the tracks of corporate governance and yell 'stop' as the stakeholder capitalism train pulls out of the station". He is doing so in...

Born at the end of the 19th century, Paul Mason worked for the California legislature and Governor Goodwin Knight.  In 1935, he published Mason's Manual of Legislative Procedure, which is commonly known as Mason's Manual.  After Mr. Mason's death in...

In yesterday's post, I highlighted a new discussion paper arguing that Twitter's leaders threw its stakeholders "under the bus" in favor of the interests of the stockholders. According to the authors, stakeholder governance "refers to the...

In a forthcoming case study, three scholars advance the accusation that when negotiating the sale of Twitter to Elon Musk, Twitter's leaders "chose to disregard the interests of the company’s stakeholders and to focus exclusively on the interests of...

More than a decade ago, the United States Supreme Court held that government restrictions on independent political expenditures by corporations and labor unions violated the First Amendment to the U.S. Constitution.  Citizens United v. Fed. Election...

Yesterday's post discussed a recently introduced bill that would amend California's Political Reform Act of 1974, among other things, to prohibit contributions by a "foreign-influenced business entity", as defined, in connection with a state or...