Does The Business Judgement Rule Protect Decisions Based On AI?

The California General Corporation Law entitles directors in performing their duties to rely upon information, opinions, reports or statements of others. Cal. Corp. Code § 309(b). Does the statute protect a director who relies upon a statement or...

Is Falsifying A Business Record A Crime In California?

As has been widely reported today, a New York Grand Jury has indicted former President Donald J. Trump on multiple counts of "falsifying business records" in violation of New York Penal Law Section 175.10. That statute defines falsifying business...

Does A State Have Personal Jurisdiction When The Plaintiff, Defendant And Incident Are Outside The State?

After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens. Even though Mr. Mallory filed suit in...

California Bill Aims To End The Asymmetry Of Corporate Time

“It’s a mercy that time runs in one direction only, that we see the past but darkly and the future not at all.”1

When A Meeting Of Directors Is Not Meet

In many closely held corporations, the directors may work side by side nearly every day.  If they all meet  and discuss some action, does that count as a meeting of the board of directors?  

Another Example Of California Imposing Its Will On Foreign Corporations

As has been discussed many times in this space, the California General Corporation law purports to govern foreign corporations in a number of respects.  One such provision is Section 208 of the Corporations Code which apples to:

Making Distributions - No Need To Mind The GAAP

UCLA Law School Professor Stephen Bainbridge recently commented Vice Chancellor Glasscock's recent memorandum opinion in In re The Chemours Co. Deriv. Litig., (Del. Ch. Case No. 2020-0786-SG, Nov. 1, 2021).  Professor Bainbridge notes that the ...

Is Emailing Mailing?

But you remember this.  When you control the mail, you control . . . information.”*

A Corporation May Get Religion, But Not Easily

Section 206 of the California Corporations Code provides that a corporation organized under the General Corporation Law may engage in any "business activity", subject to any limitation contained in its articles of incorporation and compliance with...

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