Protect Yourself and Your Business with Indemnification Understanding
Herb Stapleton's FBI Experience Proves to be Asset to Dinsmore's Corporate Team
Former FBI Executive and Cybersecurity Leader Herbert Stapleton Joins Dinsmore’s National Corporate Practice
No Password Required: Former Lead Attorney at U.S. Cyber Command, Cyber Law Strategist, and Appreciator of ‘Mad Men’ Hats
A Counterintuitive Approach to Winning Without Litigation: One-on-One with Haley Morrison
Lawyers Beware: There Could Be Serious Ethics Issues With The New AI Browsers
LathamTECH in Focus: Tech Deals: The Emerging Focus of FDI Regulators?
Fox on Podcasting: Harnessing the Power of Niche
Navigating Employee Integration in Mergers and Acquisitions: Lessons From Pretty Woman — Hiring to Firing Podcast
FCPA Compliance Report: Stay the Course: Ellen Lafferty on Navigating Anti-Corruption Compliance in 2025
Multijurisdictional Employers, P2: 2025 State-by-State Updates on Non-Compete/Non-Solicitation Agts
6 Takeaways | From Tension to Teamwork: Real Strategies for Legal Collaboration
Hsu Untied interview with David Cohen, General Counsel at Infinite Athlete
Hsu Untied interview with Brad Waugh, General Counsel at TP-Link
Compliance Tip of the Day – New FCPA Enforcement Memo – What Does it Mean?
Hsu Untied interview with D'Lonra Ellis, CLO of Oakland A's
Your Guide to Dealing with Subpoenas Effectively
Episode 371 -- DOJ's New Corporate Enforcement Program
Shout Outs and Rants: Episode 153, The CW 25 Edition
Regulatory Ramblings: Episode 68 - Why Geopolitical Risk Matters to Compliance and Legal Staff with Mark Nuttal and Chad Olsen
On April 30, 2025, Governor Tim Walz signed H.F. No. 747 into law. H.F. No. 747 amends several provisions of the Minnesota Business Corporation Act (Chapter 302A of the Minnesota Statutes)....more
Conversions will soon be less cumbrous for California corporations. Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of...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
Earlier this week, I wrote about a recent article by Professor Douglas K. Moll that argues that treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes, including the Revised...more
I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish. It there fore may be no surprise that in California a business trust may be a foreign corporation. Corporations...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
Section 317 of the California Corporations Code authorizes, limits and in one circumstance even mandates the indemnification of a person by reason of the fact that the person is, or was, an "agent" of the corporation. The...more
Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds. Section 2000 provides an "escape hatch" by which...more
Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under...more
Section 310 of the California Corporations Code concerns two different types of contracts or transactions. The first concerns a contract or other transaction between the corporation and one or more of its directors, or...more
The term "article" has an interesting etymology. It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect things together....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
The California Corporations Code includes provisions governing a wide variety of nonprofit organizations. However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious...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
Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met. One of these tests, the so-called "business...more
The private corporation laws of both California and Nevada both authorize the formation of committees. Cal. Corp. Code § 311 & NRS 78.125. There are some differences, however. California requires that any committee of the...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
Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's...more
California's female director quota law was on trial last week. According to Brian Melley, a reporter for the Associated Press, a witness from the Secretary of State's office testified "It’s required but there’s no penalty,...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
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
Yesterday's post discussed the Court of Appeal's holding in Ramirez v. Gilead Sciences, Inc., 2021 Cal. App. LEXIS 558, that a beneficial owner has no right to inspect corporate records under California Corporations Code...more
Cal. Serv. Emples. Health & Welfare Trust Fund v. Greenbox Servs. LLC, 2021 U.S. Dist. LEXIS 93477 involved a plaintiff's attempt to serve a limited liability company. After thrice failing to serve personally the LLC's...more
Some corporate actions defy a cure. Other states, notably Delaware and Nevada, have taken action to provide cures for the incurable. Last year, the Corporations Committee of the Business Law Section of the California...more
Section 446 of the California Code of Civil Procedure concerns the verification of pleadings. Subdivision (a) provides that an answer to a complaint generally must be verified in either of two following circumstances...more