(Podcast) California Employment News: Understanding ADA/FEHA Requirements and the Interactive Process
California Employment News: Understanding ADA/FEHA Requirements and the Interactive Process
Bar Exam Toolbox Podcast Episode 277: California Is Outsourcing the Bar Exam to Kaplan?!?
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Extending the Flexibility of Energy Storage With Julia Souder, LDESC — Battery + Storage Podcast
California Employment News: Understanding the Basics of Employee Personnel Files (Featured Podcast)
California Employment News: Understanding the Basics of Employee Personnel Files (Featured)
Consumer Finance Monitor Podcast Episode: California Consumer Finance Law - Hot Topics and Recent Developments
California Employment News: Brief Overview of Leave Laws All California Employers Should Be Aware Of (Podcast)
California Employment News: Considerations for Employment Termination
The ‘Long Arm’ of CIPA and Its Newfound Pen-Trap Claims
California Employment News: Top Developments in Wage and Hour Law for 2024 (Podcast)
California Employment News: Top Developments in Wage and Hour Law for 2024
(Podcast) California Employment News: SB848 – Protected Leave for Reproductive Loss
California Employment News: SB848 – Protected Leave for Reproductive Loss
California Employment News: Expanded Workplace Protections Regarding Cannabis Use
(Podcast) California Employment News: SB616 – Changes to Paid Sick Leave Law for 2024
#WorkforceWednesday: California's Upcoming Cyber Audit and Automated Tech Rules - Employment Law This Week®
(Podcast) The Briefing: IP Rights and the “Public Good” Exemption to California’s Anti-SLAPP Law: An Update
The Briefing: IP Rights and the “Public Good” Exemption to California’s Anti-SLAPP Law: An Update
Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave"...more
The California Code of Civil Procedure sets forth the general rules governing the service of summons. Cal. Code Civ. Proc. §§ 415.10 - 415.95. Chapter 17 of the General Corporation Law adds to these provisions. In some...more
It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine. See, e.g., Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851...more
Over the years, I have commented on the fact that the California Court of Appeal has yet to apply In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) to the directors of a California corporation. Last Friday,...more
Four years ago, I wrote about an unpublished decision by the Court of Appeal concerning shareholder inspection rights under the California General Corporation Law. The denouement of that opinion was that the shareholder was...more
Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation. (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)). ...more
The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father). About 200 years later at the Third Council of Toledo, the...more
The California Constitution declares that trial by jury is an "inviolate right" that "shall be secured to all". Cal. Const. Art. I, §16. Despite this expansive language, this right in the civil context is generally limited...more
Having read Professor Stephen Bainbridge's post about the origins of the judicial doctrine that directors must act on an informed basis, I passed along a reference to the California Supreme Court's in Fox v. Hale & Norcross...more
Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section...more
Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more
On April 28, 2022, the First Appellate District Court of Appeals for the State of California affirmed the dismissal of putative securities class action against a hair transplant technology company (the “Company”) alleging...more
The last sentence of California Corporations Code Section 600(e) imposes a significant limitation on the ability of California corporations to hold virtual-only meetings...more
The California Secretary of State's website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability...more
Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number. E.g., Cal. Corp. Code §§...more
In this post, Professor Stephen Bainbridge posits that the Delaware Supreme Court incorrectly decided Fliegler v. Lawrence, 361 A.2d 218 (Del. 1976) by requiring that stockholder approval of conflicted transaction requires a...more
As noted in yesterday's post, Secretary of State Shirley N. Weber is asking U.S. District Court Judge R. Gary Klausner to dismiss a challenge to California's board quota statutes. In her motion to dismiss, the Secretary of...more
Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations. This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to proceedings for...more
Dissenters' rights under California's General Corporation Law do not exist unless there are "dissenting shares", a term defined in Section 1300(b) of the California Corporations Code. In order to qualify as "dissenting...more
Corporations incorporated under California's General Corporation Law are subject to the limitations on distributions set forth in Chapter 5 of that law. A foreign corporation may also be subject to Chapter 5 by virtue of...more
William Romanowski is a former NFL linebacker who later became the majority shareholder, director, and "public face" of Nutrition 53, Inc. When the company's second largest shareholder was allegedly denied inspection of the...more
What, if any, is the standing of a corporation in a derivative action? Until this month, that question was yet to be addressed by the Nevada Supreme Court. We now have an answer....more