California Corporate & Securities Law

California famously purports to impose numerous provisions of its General Corporation Law on corporations formed in other states when two tests are met.  Cal. Corp. Code § 2115.  The first of these tests is determined by averaging the corporation's...

Professor Ann Lipton at Tulane University Law School has noted a slew of forthcoming papers concerning the internal affairs doctrine in light of Vice Chancellor Laster's holding in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, and...

Until I happened upon a working paper by Professors Martin Gelter and Lécia Vicente, I had not encountered the notion of abusing a corporation merely by choosing where to incorporate it.  The authors describe abuse as follows:

United States District Court Judge Haywood S. Stirling, Jr. yesterday blocked a stockholder's attempt to use California's shareholder inspection statute to gain access to a corporation's "books and records and minutes of proceedings of the...

In the waning hours of the current session, the California legislature passed a bill that will impose gender quotas on publicly held domestic or foreign corporations whose principal executive offices, according to the corporation’s SEC 10-K form,...

Corporations Code Section 2115 is not an easy read.  Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute: