California Corporate & Securities Law

On December 12, 2023, the Harvard Corporation  unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. Harvard is a corporation...

As I have mentioned on numerous occasions, California has its own insider trading statute - California Corporations Code Section 25402. The statute is included in the California Corporate Securities Law of 1968. In general, the jurisdiction of...

On the same day that the Nevada Supreme Court rejected Delaware's approach to reviewing special litigation committee determinations, it adopted Delaware's test for determining whether a shareholder suit is derivative or direct.  Parametric Sound...

Derivative actions can be somewhat confusing. Although the entity is essentially the plaintiff, it is named as a defendant. Initially, one might question why must the corporation be named as a party? I can think of at least two reasons. First, the...

Some persons may be deemed to violate the Corporate Securities Law of 1968 even though they did not directly violate the law. Corporations Code Section 25403(a) provides that a person who with knowledge directly or indirectly controls and induces...