California Corporate & Securities Law

Globe Photos, Inc. owned a portfolio of millions of images of celebrities and musicians, including Marilyn Monroe, the Beatles, and Jimi Hendrix, some taken by famous photographers such as Frank Worth. Despite these assets, Globe didn't make a go of...

The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada.  In preliminary proxy materials filed yesterday with the Securities and Exchange...

In a recently released article, Professor Stephen Bainbridge tackles the question of just how real the DExit phenomenon might really be. Among other things, he responds to my argument that Nevada eschews Delaware law precedent by virtue of NRS...

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.

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United...

Over the last few months, I have been following the saga of the lawsuit challenging TripAdvisor's plan to change its corporate domicile from Delaware to Nevada.   The stockholders approved the proposed redomestication last spring, but the proposed...

Last week the Nevada Supreme Court answered the following question that was certified to it by the Ninth Circuit Court of Appeals:

In Chapter 9 of James Joyce's Ulysses, Stephen Dedalus proclaims "A man of genius makes no mistakes.  His errors are volitional and are the portals of discovery". Alas, not every person filing a corporate record is a "man of genius" and mistakes are...