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 Hill…
more
/ Business Organizations, Mergers & Acquisitions
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, and…
more
/ Business Organizations, Business Torts, Criminal Law
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
/ Business Organizations, Mergers & Acquisitions, Securities Law, Taxation
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
/ Business Organizations, Business Torts, Insurance
Federal officials announced on Wednesday that the U.S. Environmental Protection Agency (EPA) has approved a three-year-old rule — known as the Warehouse Indirect Source Rule (Rule) — targeting air pollution linked to Southern…
more
/ Administrative Law, Energy & Utilities, Environmental Law, Zoning, Planning & Land Use
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
/ Business Organizations, Securities Law
Regional Boards’ enforcement of the Construction General Permit (CGP) and Industrial General Permit (IGP) continues to yield high penalty figures; transition to 2022 CGP brings new requirements; and the forthcoming Commercial,…
more
/ Administrative Law, Commercial Law & Contracts, Construction Law, Environmental Law, Zoning, Planning & Land Use
Yesterday's post again discussed whether the Securities and Exchange Commission exceeded its authority in adopting Rule 21F-17(a), which provides..…
more
/ Administrative Law, Securities Law
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
/ Administrative Law, Business Torts, Securities Law
Elk Grove has settled a lawsuit with the state over a 67-unit supportive housing project the city denied, despite the fact that the city had recently approved a similar market-rate project. The lawsuit filed by Attorney General…
more
/ Civil Rights, Energy & Utilities, Environmental Law, Zoning, Planning & Land Use, Real Estate - Residential
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 a…
more
/ Consumer Protection, Finance & Banking, Science, Computers, & Technology
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
/ Administrative Law, Finance & Banking, Securities Law
The Centers for Disease Control and Prevention will lead an investigation into the Tijuana-U.S. cross-border sewage crisis, measuring the potential health impacts on people who live and work near where millions of gallons of…
more
/ Environmental Law, Health, Toxic Torts
California law provides that any licensee of the Department of Alcoholic Beverage Control or agent or employee of the licensee, who sells, gives or delivers to any person any alcoholic beverage between the hours of 2 a.m. and 6…
more
/ Administrative Law, Art, Entertainment, & Sports Law, Constitutional Law
Under Section 1030 of the California Code of Civil Procedure, a defendant may at any time apply to the court by noticed motion for an order requiring the plaintiff to file an undertaking to secure an award of costs and…
more
/ Business Organizations, Civil Procedure, International Law & Trade
