California Corporate & Securities Law

As has been previously discussed in this space, California Secretary of State Shirley N. Weber is seeking dismissal of a federal court challenge to California's director quota mandates - SB 826 and AB 979.  Alliance For Fair Board Recruitment v....

What law governs the relations among the partners of a limited partnership and what law governs the relations between the partners and a limited partnership?   Section 15901.06 of the California Corporations Code provides a partial answer to both of...

After Vice Chancellor Morgan Zurn's in September issued his opinion in In re Boeing Company Derivative Litigation, UCLA Professor Stephen Bainbridge declaimed that "After Boeing, Caremark is no longer 'the most difficult theory in corporation law...

Does a member of a limited liability company owe a fiduciary duty to the company and the other members?  Section 17704.09(a) of the California Corporations Code states that a member owes a duty of loyalty and a duty of care.  Thus, the answer would...

But you remember this.  When you control the mail, you control . . . information.”*

Yesterday's post concerned UCLA Law School Professor Sung Hui Kim's forthcoming article on the efficacy of lawyers as gatekeepers.  I sent a link to my post to Professor Kim and she sent me an earlier article that she described as discussing "the...

In a forthcoming chapter in The Cambridge Handbook of Investor Protection (Cambridge University Press, 2021) UCLA Law Professor Sung Hui Kim asks "Do Lawyers Make Good Gatekeepers"?   She posits that there is "a strong case for imposing gatekeeping...

This weekend is Nevada Day.  If you're a traditionalist, you will celebrate on Sunday, which is the anniversary of Nevada's admission to the union.   In 1999, however, the Nevada legislature made the unfortunate and ahistoric decision to move the...

California's female and underrepresented community board quota statutes apply to publicly held corporations having their principal executive offices in California "according to the corporation's SEC 10-K form".  Cal. Corp. Code §§ 301.3(a) &...