California Corporate & Securities Law

I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders. I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and officers. A recent...

In an opinion issued just after Christmas, Vice Chancellor J. Travis Laster ruled that a derivative lawsuit may proceed against the directors and officers of Fox Corporation.  The plaintiffs are claiming that the directors and senior officers decided

Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press.  Tornetta v. Musk, 2024 WL 343699, (Del. Ch. Jan. 30,...

Last November, I questioned whether the Supreme Court's decision in Mallory v. Norfolk Southern Railway Co. would endanger Delaware's corporate hegemony.  The issue in that case was the constitutionality of Pennsylvania's deemed consent statute with...

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,...

Last November, I questioned whether Mallory v. Norfolk Southern Railway Co., U.S. S. Ct. Case No. No. 21-1168 will wipe out Delaware's hegemony over corporate litigation.  In a recent post, Professor Josh Blackman considers Mallory in light of the...

Vice Chancellor J. Travis Laster's recently ruled that McDonald's Corporation's former Executive Vice President and Global ChiefPeople Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by Chancellor Allen in In re...

Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty.  See Officer Exculpation Is Old News And Automatic In...

After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens. Even though Mr. Mallory filed suit in...