In November 2016, the voters of California adopted Proposition 64 - the Medicinal and Adult-Use Cannabis Regulation and Safety Act, Cal. Bus. & Prof. Code § 26000 et seq. The act established a basic framework for licensing,...more
Much has been written about Vice Chancellor J. Travis Laster's ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024). That case involved a challenge to TripAdvisor's planned reincorporation from Delaware to...more
The California Consumer Financial Protection Law (CCFPL) authorizes the Department of Financial Protection & Innovation (DFPI) “regarding registration requirements applicable to a covered person engaged in the business of...more
The word "forfeiture" has an interesting etymology. It is derived from two Latin words, foris meaning a door or gate, and facere meaning to do. Eventually, the word came to refer to a misdeed punishable by a fine. Today,...more
More than a decade ago, I expressed concern about the Securities and Exchange Commission's predilection for targeting victims of crimes. That concern related to an enforcement action against a company that had been...more
In a recent post, Professor Stephen Bainbridge discusses the question of when a controlling shareholder owes fiduciary duties to minority shareholders. Knowing when controlling shareholder owes fiduciary duties is one thing,...more
My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024). The case relates to the plaintiff's "decade-long litigation...more
In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the...more
Under the business judgment rule, "a director is not liable for a mistaken business judgment which is made in good faith and in what he or she believes to be in the best interest of the corporation, where no conflict of...more
Exactly one year ago today, I wrote that Governor Newsom had signed a bill, AB 39, that will prohibit a person from engaging in digital financial asset business activity without a license from Department of Financial...more
Recently, I wrote that The Trade Desk, Inc. is proposing to reincorporate from Delaware into Nevada. An appendix to the company's definitive proxy statement includes a table of Proposed Reincorporations, Proxy Filings from...more
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