California Corporate & Securities Law

Not too long ago, I wrote about a bill that is currently pending in the Nevada legislature, AB 158.  This bill wouldauthorize Nevada courts toexercise general personal jurisdiction over entities onthe sole basis that the entity:

Earlier this month, Nevada Assemblymember Erica Roth introduced a bill, A.B. 158, to authorize Nevada courts to exercise general personal jurisdiction over entities on the sole basis that the entity:

In a recent post, I questioned why personal jurisdiction was unquestioned.  See Questioning Delaware's Control Over Controlling Stockholders.  Personal jurisdiction is, of course, unquestionably fundamental, as evidenced by the Nevada Supreme Court's...

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...