What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Nonprofit Quick Tips: Secretary of State Filings in California and Delaware
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
A Compliance Officer Turned Board Member's Advice
On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because the selected forum (here,...more
In a closely watched decision issued on July 21, 2025, the California Supreme Court, in EpicentRx, Inc. v. Superior Court, held that a forum selection clause requiring shareholder lawsuits to be brought in the Delaware Court...more
In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum...more
In this month’s update, we discuss cases involving related wrongful acts, wildfires, concealment of a weapon, concealment of climate risks, and road rage. We begin in Delaware, where the state’s high court determines...more
As we approach the end of the first quarter in 2025, we have seen notable developments in non-compete law over the last 12 months. As the new administration decides what to do with non-competes at the federal level, state...more
Seventh Circuit upholds forfeiture-for-competition provision in restricted stock unit agreement - A Seventh Circuit panel, in LKQ Corporation v. Rutledge, held that an employer could enforce a “forfeiture-for-competition”...more
I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders. I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and...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
My last several posts have discussed the current debate on the phenomenon referred to as "DExit", which refers to Delaware corporations that choose to reincorporate in other states. In a recent article, Professor Bainbridge...more
The Patent Trial and Appeal Board instituted an inter partes review over patent owner’s objections that the petition did not timely identify all real parties-in-interest (RPI) and was filed by a phantom legal entity after...more
California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability...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
In this issue of Employment Flash: the new DOL rule on independent contractors, SCOTUS’s unanimous Sarbanes-Oxley whistleblower ruling, plus labor law developments in California, Delaware, D.C., New York, the EU, Germany and...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
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
Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery. Sunder Energy, LLC v. Jackson, 2023 WL 8166517. Vice Chancellor J. Travis Laster...more
Disputes regarding ownership interests often arise in the context of closely held corporations, particularly when directors, officers, or majority shareholders sell or acquire ownership interests in the company. These...more
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This is the first in a series of quick tip episodes, starting with the details of state registration of nonprofit corporations. With the help of our paralegal, Joe...more
Since its enactment in 2014, Section 204 of the Delaware General Corporation Law (DGCL) has provided direct mechanisms for a corporation's board of directors and stockholders to ratify defective corporate acts. Other states,...more
Diversity jurisdiction of the federal courts requires complete diversity of citizenship. 28 U.S.C. § 1332. If a party is a corporation, then it becomes necessary to determine the location of the corporation's citizenship. ...more
In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...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
Corporations Code Section 1601(a) unambiguously bestows on shareholders the right to inspect the accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any...more
What happens when a fundamental policy collides with an unwaivable right? At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr. in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14. In...more