Professor Ann Lipton recently wrote about an ingenious scheme developed by the Federal Bureau of Investigation that has resulted in indictments of 18 individuals and entities for alleged fraud and manipulation in the crypto...more
Regular readers of this blog will know that Nevada corporate law has been a long-time interest for me. That interest began several decades ago when I wrote the first treatise on Nevada corporate law. That treatise was...more
Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction. Last May, Kintara Therapeutics, Inc., a Nevada corporation,...more
About eight years ago, I propounded the following five theses regarding the Securities and Exchange Commission's whistleblower bounty program...more
In 2020, GlobalTech Corporation, a Nevada corporation, filed an amendment to its articles of incorporation increasing its authorized number of shares of common stock from 10 million to 500 million. The amendment was...more
Yesterday, I took note of a new law that requires active members of the California State Bar to disclose annually whether they have provided pro bono legal services and certain other information through the licensee’s My...more
California Governor Gavin Newsom recently signed AB 2505 (Gabriel). Consequently active members of the California Bar will be required, with certain exceptions, to report annually whether they have provided pro bono legal...more
Last week, Governor Gavin Newsom signed AB 2426 into law. The bill declares it unlawful for "a seller of a digital good to advertise or offer for sale a digital good to a purchaser with the terms 'buy,' 'purchase,' or any...more
The legal implications of artificial intelligence, or AI, are vast. Many, no doubt, have read stories about lawyers being embarrassed by briefs drafted with AI. What if AI is used to draft disclosure documents that are...more
California is a biologically confused state. Section 45 of the California Fish & Game Code defines "fish" to mean a "wild fish, mollusk, crustacean, invertebrate, amphibian, or part, spawn, or ovum of any of those animals". ...more
Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024), cert. denied, No. 2023-0449-JTL, 2024 WL 1211688 (Del. Ch. Mar. 21, 2024) involved a challenge to the proposed reincorporation of TripAdvisor, Inc. from Delaware to Nevada. ...more
Earlier this week, The Trade Desk, Inc. filed preliminary proxy materials for a special meeting of stockholders. The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to...more
The California General Corporation Law requires that a California corporation have a secretary. Cal. Corp. Code § 312(a)(2). The CGCL, however, says nothing about a chief legal officer. Indeed, many corporations do not...more
In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC, 2024 WL 1502944 (Cal. Ct. App. Apr. 5, 2024), reh'g denied (Apr. 30, 2024). That case involved claims against a...more
California's Revised Uniform Limited Liability Company Act endows limited liability companies with a certain level immortality. Corporations Code Section 17707.06(a) provides...more
Today's post is a digression into Roman history and etymology, two of my long-time interests....more
In 2013, then Chancellor Leo Strine determined that under Section 259 of the Delaware General Corporation Law the attorney-client privilege held by the target company follows to the surviving company after a merger. Great...more
The California Corporations Code is a misnomer. While the Corporations Code does in fact govern corporations, it also governs a wide variety of unincorporated entities, including general partnerships, limited partnerships,...more
Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada. Rather than convert, the company is proposing to effect the reincorporation by means of a...more
Many corporations pay significant amounts for directors and officers liability policies. Commonly referred to as D&O policies, these policies usually involve three sides. Directors and officers are likely to have the most...more
Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine. In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023). The Caremark doctrine...more
Yesterday's post again discussed whether the Securities and Exchange Commission exceeded its authority in adopting Rule 21F-17(a), which provides...more
In a blog post this morning, Liz Dunshee notes that the Securities and Exchange Commission has recently announced the settlement seven more cases involving Rule 21F-17(a), which provides...more
A year ago, Governor Gavin Newsom signed two bills, Assembly Bill 39 and Senate Bill 401, that created the California Digital Financial Assets Law. SB 401 added Section 3902 to the Financial Code to prohibit an operator of...more
9/10/2024
/ ATMs ,
Banking Sector ,
Banks ,
Bitcoin ,
California ,
Cryptocurrency ,
Department of Financial Protection and Innovation (DFPI) ,
Digital Currency ,
Financial Institutions ,
Governor Newsom ,
State Legislatures
Last week, the Securities and Exchange Commission announced that it had settled charges against a broker-dealer and two investment advisers for impeding their clients from reporting securities law violations to the SEC. ...more