California Corporate & Securities Law

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...

Last week, I wrote about California Labor Code § 558.1 which provides that an owner, director, officer, or managing agent of an employer (a "person acting on behalf of an employer") may be liable "as the employer" for violating, or causing to be...

The issue of where an attorney is practicing law is a vexing one in light of modern technology which allows attorneys and their clients to be located just about anywhere in the world. The Covid-19 pandemic has exacerbated matters because so many...

Frank Hemm, a citizen of Switzerland, served on the board of directors of Rodo Medical, Inc., a California corporation. He was also an executive of Institut Straumann AG, a Swiss corporation and investor in Rodo. Mr. Hemm attended Rodo board...

While there may be a myriad of differences between a physical store and a website, a California Court of Appeal ruled yesterday that corporeal is the equivalent of the incorporeal, at least when it comes to jurisdiction.  

"A funnel hovered over the American West. Into the large end went investor dollars and investor dreams. Out the little end streamed dollars into Las Vegas, where a Nevada intermediary made loans to Nevada land developers who had high hopes for big...

Many may have heard of Cede and Company, but what exactly is it and who owns it? Cede is a New York partnership, of which Depository Trust Company and The Depository Trust and Clearing Corporation are partners. The former, DTC, is a New York...