California Corporate & Securities Law

Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction. For example, the Nevada Supreme Court recently held that directors and officers of a...

Section 558.1 of the California Labor Code provides that a "person acting on behalf of an employer" may be liable "as the employer" for violating, or causing to be violated, any provision regulating minimum wages or hours and days of work in any...

Nevada's corporation law is quite protective of directors and officers.  Following the Delaware Supreme Court's decision in Smith v. Van Gorkum, 488 A.2d 858 (1985), the Nevada legislature amended the law to allow for exculpation of directors and...

Professor Stephen Bainbridge recently expressed the hope that Caremark liability will not become routine.  "Caremark" refers to Chancellor Allen's decision in In re Caremark Int'l. Deriv. Litig., 698 A.2d 959 (1996) in which he found that directors...

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision. When the question comes before a California appellate court, the outcome may turn on the meaning of "may" in California Corporations Code...