California Corporate & Securities Law

There are equitable remedies and there are legal remedies.  A claimant pursuing a breach of fiduciary claim can choose which type of remedy it seeks.  Choices, like elections, have consequences.

The California Uniform Trade Secrets Act (CUTSA) provides various remedies for misappropriation of a trade secret (as defined). The legislature, however, was "vexingly oblique" in prescribing the effect of CUTSA on common law claims, such as...

Recently, I enjoyed watching My Name is Bill W., a 1989 movie that starred James Woods, JoBeth Williams and James Garner. The film tells the story of Alcoholics Anonymous co-founder William Griffith Wilson (aka Bill W.). In telling his story, the...

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere.  One such case is Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506...

UCLA Law School Professor Stephen Bainbridge posted some thoughts yesterday on the meaning of contractual "best efforts" requirements.  See What do "best efforts" and variants mean? A proposed set of definitions. The springboard for Professor...

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:

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation.  Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including: