California Corporate & Securities Law

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:

Nevada law endows a board of directors "full control over the affairs of the corporation".  NRS 78.120(1).  This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of incorporation of the corporation.  Id.  ...

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...

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:

In March 2011, the three-member compensation committee of EchoStar Corporation awarded options to purchase 1.5 million shares of company stock to its Chairman, Charles W. Ergen.  According to EchoStar's proxy statement for its 2012 annual meeting,...

I have been writing recently about SB 203, a bill that is now pending in the Nevada legislature.  As introduced, the bill would, among other things, require the following:

I think it is beyond peradventure that a state enjoys personal jurisdiction over corporations incorporated within that state. What about the personal jurisdiction over the corporation's directors and officers? That was the question addressed by U.S....