California Corporate & Securities Law

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or proceeding.  See DGCL §...

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation to have "(1) a chairperson...

Yesterday's post discussed the meaning of the term "officer" under the California General Corporation Law. It may surprise no one that Delaware's statute, 8 Del. Code § 142, is different. Unlike Section 312 of the California Corporations Code,...

Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation. (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)). The complaint challenges...

William & Mary Law Review recently published Professor Stephen Bainbridge's article, Corporate Directors in the United Kingdom.  The abstract begins with the following observation:

Yesterday's post discussed one aspect of the California Court of Appeal's opinion in Central Laborers' Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation's acquisition of McAfee, Inc., a Delaware...

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation.  Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including:

Last weekend, I attended a symposium at the UCLA School of Law entitled "Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law".  The event, organized by ever erudite Professor Stephen Bainbridge, featured presentations by...