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
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
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 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
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
Recently, I came across a proxy statement filed a California corporation seeking shareholder approval to reincorporate in Delaware. In the midst of a lengthy disquisition on the pros and cons of reincorporation, the issuer...more