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
Last month in Bullock v. Rivian Automotive, California’s Fourth District Court of Appeal became the latest to enforce a federal forum provision (FFP) embedded in a Delaware corporation’s charter and affirmed dismissal of a...more
It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been...more
Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation. According to the bill's synopsis, this new provision...more
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more
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 General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations. Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more
One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer". Corporations Code Section 312(a) requires a corporation...more
Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that...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
As mentioned earlier this week, Nevada's regular legislative session ended on June 6. During the session, the legislature enacted, and the Governor approved, AB 126 which makes numerous changes to Nevada's business entity...more
As Vice Chancellor, Leo E. Strine Jr. once declared "Delaware law does not charter law breakers". In re Massey Energy Co., No. CIV. A. 5430-VCS, 2011 WL 2176479, at *20 (Del. Ch. May 31, 2011). The California General...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
For the last eight years, Delaware corporations have been been able to escape the "asymmetry of time" through either ratifying past corporate acts or obtaining validation from the Delaware Court of Chancery. Del. Gen. Corp....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
UCLA Law School Professor Stephen Bainbridge recently commented Vice Chancellor Glasscock's recent memorandum opinion in In re The Chemours Co. Deriv. Litig., (Del. Ch. Case No. 2020-0786-SG, Nov. 1, 2021). Professor...more
An "other constituency statute" permit, but do not require, boards of directors to consider non-shareholder interests (such as the interests of employees, the environment, et cetera) when making decisions. California and...more
Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc. The gist of the complaint was that the "Defendants...more
Frank Hemm, a citizen of Switzerland, served on the board of directors of Rodo Medical, Inc., a California corporation. He was also an executive of Institut Straumann AG, a Swiss corporation and investor in Rodo. Mr. Hemm...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
In Orzeck v. Englehart, 195 A.2d 375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal...more