California Corporate & Securities Law

Today is the 115^th day of the 80^th Session of the Nevada legislature, meaning that this session will end in just 5 days on Monday, June 3. Corporate practitioners, however, will not have to wait until next week for the denouement. Earlier this...

In Archon v. Eight Jud. Dist. Ct., 133 Nev. Adv. Op. 101 (2017), the Nevada Supreme Court provides a concise explanation of the uses of mandamus and administrative mandamus as escape hatches from the final judgment rule. The background of the case...

Consider the following excerpts from recent filings made with the Securities and Exchange Commission:

This post on the Harvard Law School Forum on Corporate Governance and Financial Regulation discusses Vice Chancellor J. Travis Laster's recent decision in Wilkinson v. A. Schulman, Inc., 2017 Del. Ch. LEXIS 798. The case involved a stockholder's...

Recently, I happened across a summary of the "key features" of a corporation on the California Franchise Tax Board's website. Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg to differ with some of...

Until this month, incorporators of Nevada corporations were required to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the corporation...

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes:

In family law, the fights are often over who gets custody of the kids, the pets and the house. Shareholders battle over many things, but you don't often hear of custody fights in the corporate context. Is it even possible to win custody of a...

On the same day that the Nevada Supreme Court rejected Delaware's approach to reviewing special litigation committee determinations, it adopted Delaware's test for determining whether a shareholder suit is derivative or direct.  Parametric Sound...