Fee Shifting May Be New To Delaware, But It's Old Hat In California

Writing for DealLawyers.com, John Jenkins yesterday took note of the Delaware Court of Chancery's decision in Pettry v. Gilead Sciences, (Del. Ch.; 11/20).  Quoting this Cleary Gottlieb blog, John observes that Pettry "introduces a new element of...

Professor Bainbridge Asks "Are shareholder inspection rights subject to the internal affairs doctrine?"

In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor  J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs."  2020 Del. Ch. LEXIS 264.  He notes...

Does This Ruling By V.C. Laster Decide The Constitutionality Of California's Female Board Quota Legislation?

Michael Corleone's greatest fear was that he would never be able to escape his life as a mafioso ("Just when I thought I was out, they pull me back in!").  California's greatest fear is that it will not be able to dictate corporate governance...

By Adding Commas, Did The Legislature Expand Shareholder Inspection Rights?

Section 1601(a) of the California Corporations Code currently subjects to shareholder inspection the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board".  Professor Marsh's treatise...

A Not So Fabulous Fable (Part II)

Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL").  Henry based his demand on Section...

Legislature And Governor Provide Another Reason For Foreign Corporations To Avoid California

Two years ago, I wrote about Justice Mark B. Simons' opinion in Innes v. Diablo Controls, 248 Cal. App. 4th 139 (2016) that California's shareholder inspection statute does not require that the records be brought to this state for inspection.  This...

Legislator Seeks To Require Inspection Of Records In California

Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .".  The statute is silent on where the inspection must occur. In Innes v. Diablo Controls, Inc., 248 Cal. App....

Is Someone Else's Purpose An Improper Purpose?

This post on the Harvard Law School Forum on Corporate Governance and Financial Regulation discusses Vice Chancellor J. Travis Laster's recent decision in Wilkinson v. A. Schulman, Inc., 2017 Del. Ch. LEXIS 798.  The case involved a stockholder's...

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