California Corporate & Securities Law

In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor  J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs." 2020 Del. Ch. LEXIS 264. He notes...

Michael Corleone's greatest fear was that he would never be able to escape his life as a mafioso ("Just when I thought I was out, they pull me back in!"). California's greatest fear is that it will not be able to dictate corporate governance...

Section 78.7502 of Nevada Revised Statutes broadly authorizes, but does not require, a corporation to indemnify its directors, officers, employees or agents. NRS 78.751 requires the corporation to indemnify directors, officers, employees or agents...

Professor Mohsen Manesh cites two developments in 2018 as a possible turning point for the internal affairs doctrine: California's enactment of a board gender quota law and Vice Chancellor Laster's ruling in Sciabacucchi v. Salzberg, C.A. 2017-0931...

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have prognosticated that the right to a...

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...

Corporations Code Section 2115 is not an easy read.  Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute:

Yesterday's post concerned Section 2116 of the California Corporations Code.  Courts sometimes describe Section 2116 as codifying the internal affairs doctrine.  See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213, 223 (2009) and Voss v....

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don't appreciate it when their legal offerings are undermined by other states. One way to...