California Corporate & Securities Law

Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director:

The classic model of corporate governance is that the board of directors appoints and removes the principal corporate officers. This is consistent with the general principle that the business and affairs of a corporation must be managed and all...

In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.,506 A.2d 173, 182 (1986), the Delaware Supreme Court famously held that when the sale of a corporation becomes inevitable, the board of directors' duty changed from the preservation of the...

"And friends they may thinks it's a movement."*

I always enjoy hearing from readers of this blog.  Recently, I wrote:

"Just when I thought I was out . . . they pull me back in"

In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a...

In West Palm Beach Firefighters Pension Fund v. Moelis & Co., 2024 WL 747180, at *2 (Del. Ch. Feb. 23, 2024), Vice Chancellor J. Travis Laster ruled that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a...

The line between a direct and derivative action is often indistinct and hence the object of controversy.

NRS 107.028(1)(d) requires that a trustee under a deed of trust be a "domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to chapter 76 of NRS".   In Mahban v. Prestige Default Services,...