California Employment News: California Wage Compliance – Avoiding Legal Pitfalls
California Employment News: CA Local Minimum Wage Updates
(Podcast) California Employment News: CA Local Minimum Wage Updates
Adaptive Reuse: From Desks to Doorways
Law School Toolbox Podcast Episode 514: Listen and Learn -- Discovery (Civ Pro)
A Counterintuitive Approach to Winning Without Litigation: One-on-One with Haley Morrison
(Podcast) California Employment News: Creating the Report for a Workplace Investigation – Part 4 (Featured)
California Employment News: Creating the Report for a Workplace Investigation – Part 4 (Featured)
Law School Toolbox Podcast Episode 511: Listen and Learn -- Landlord/Tenant Law (Part 1)
From Permits to Penalties: A Deep Dive Into Coastal Development Law
California Employment News: Synthesizing Evidence in a Workplace Investigation – Part 3 (Featured)
Doc Fees Decoded: The Price of Paperwork in Auto Sales — Moving the Metal: The Auto Finance Podcast
(Podcast) California Employment News: Gathering Information in a Workplace Investigation – Part 2 (Featured)
California Employment News: Gathering Information in a Workplace Investigation – Part 2 (Featured)
Bar Exam Toolbox Podcast Episode 314: Listen and Learn -- False Imprisonment and Shopkeeper’s Privilege (Torts)
(Podcast) California Employment News: Starting a Workplace Investigation – Part 1 (Featured)
California Employment News: Starting a Workplace Investigation – Part 1 (Featured)
Feeling the Heat: Strategies to Keep Cool Under California's Consumers Legal Remedies Act — The Consumer Finance Podcast
The JustPod: Prosecutor-Initiated Resentencing: A Discussion with Hillary Blout
Yesterday's Wall Street Journal includes a story about the possible delisting of shares of Chinese companies. Shares of companies that are listed, or authorized for listing, on a national securities exchange (or tier or...more
In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...more
California's securities qualification requirements and exemptions depend upon whether the offer and sale of securities is an issuer transaction, a change in rights, exchange, merger, or conversion transaction, or a nonissuer...more
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more
Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick. In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled...more
Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017...more
Professor Stephen Bainbridge recently tackled the question of whether the business judgment rule applies to a corporate board's selection of an expert. Section 141(e) of the Delaware General Corporation Law fully protects a...more
Historically, a meeting necessarily meant a physical encounter. Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence...more
Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more
The California Corporations Code includes provides for the formation of corporations as well as limited liability companies. However, it does not provide for the formation of limited liability corporations. Oddly, however,...more
The word officer is used widely in the law. For example, there are judicial officers, peace officers, and constitutional officers. Even lawyers are often described as "officers of the court". See, e.g., Hickman v. Taylor,...more
A Decentralized Autonomous Organization, or DAO, is a governance structure popular with devotees of cryptocurrencies and blockchain technologies. It is decentralized because holders of tokens, rather than a board of...more
Section 709 of the California Corporations Code provides a mechanism for "any shareholder" or "any person who claims to have been denied the right to vote" to obtain a determination by the Superior Court of the validity of...more
Several years ago, I wrote about the various meanings of "person" in the California Corporations Code. All of the definitions mentioned in that post included corporations within the list of persons. If a corporation is a...more
Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication,...more
In July, California Secretary of State Shirley Weber filed a petition for a writ of supersedeas in the California Court of Appeal with respect to the trial court's judgment in Crest v. Padilla. In that case, the trial court...more
Throughout the life cycle of a company, and especially during the leaner early start-up stages, corporate actions that are defective due to failures to obtain the correct board or shareholder votes, errors in the approval...more
California Corporations Code Section 22003 effectively deems directors to be all-knowing...more
A "pledge" is a bailment for security. It is effected by delivery of possession of the pledged property, although title remains in the pledgor. Hartford v. State Bar, 50 Cal. 3d 1139, 791 P.2d 598, 270 Cal. Rptr. 12...more
Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website. Paragraph 2 of the form states...more
The California General Corporation Law provides that any director may resign effective upon giving notice to certain specified persons, unless the notice specifies a later time for the effectiveness of his or her...more
In prescribing the duties of directors, California Corporations Code Section 309 provides that a director is entitled to rely on information, opinions, reports or statements prepared or presented by "counsel, independent...more
On April 1, 2022, the Superior Court of California for the County of Los Angeles entered an order striking down the California law requiring that publicly held companies with principal offices in the state have a minimum...more
In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more