This week, the U.S. Supreme Court heard oral arguments in National Pork Producers Council v. Ross (Docket No. 21-468). The case involves a challenge to 2018 proposition that, among other things, forbids the ...

The California Corporations Code is a strange place to look for guidance on the rights and obligations of spouses during marriage. However, Section 721(b) of the Family Code provides that the relationship...

Though never a colony of England, California nonetheless has adopted the Common Law of England as the rule of decision in the state's courts (except when repugnant to, or inconsistent with...

California's Department of Financial Protection & Innovation has complied this summary of new laws that affect or may otherwise be of interest to persons licensed by the department.

Last week, the California Department of Financial Protection & Innovation issued a warning about yet another fraudster's attempt to separate investors from their money:

Last week, Governor Gavin Newsom vetoed AB 2269 (Grayson) which would have created a "Digital Financial Assets Law" to be administered by the Department of Financial Protection & Innovation.

A real estate investment fund—sometimes referred to as a real estate private equity fund or real estate fund—is a pooled investment fund structure used to purchase or develop real estate.

Earlier this week, Suzanne Cosgrove wrote about the Commodity Futures Trading Commission's decision to prohibit Congressional Control Contracts, which it described as "cash-settled...

As we move through the first quarter of 2026, California’s new 5% retention cap on private construction contracts has officially taken effect. Effective as of January 1, 2026...

It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine. See, e.g., Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851 (2018).

Professor Stephen Bainbridge recently tackled the question of whether the business judgment rule applies to a corporate board's selection of an expert.

UCLA Law Professor Stephen Bainbridge recently answered the question of whether shareholders may remove a corporation's chief executive officer and chairman of the board from a Delaware perspective.

The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer.

Readers may recall that last December, President Biden signed the Consolidated Appropriations Act of 2023, HR 2617. This legislation included a statutory exemption for mergers and acquisition brokers.

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations...

Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee. Cal. Corp.

Last week the Nevada Supreme Court answered the following question that was certified to it by the Ninth Circuit Court of Appeals...

Suppose a public employee maliciously and without probable cause files a lawsuit or initiates an administrative proceeding against you. You succeed in obtaining a dismissal, but would like to hold that employee accountable.

Sections 17200 to 17210 of the California Business and Professions Code are commonly referred to as the unfair competition law. Stop Youth Addiction, Inc., v. Lucky Stores, Inc., 17 Cal.4th 553, 558, fn. 2 (1998).

California's new Private Works Change Order Fair Payment Act establishes a mandatory dispute resolution framework for change order claims on private construction projects, imposing strict timelines for owner responses and payment of undisputed amounts. The legislation grants contractors unprecedented work suspension rights when owners fail to comply with payment deadlines or refuse mediation, fundamentally reshaping the balance of power in construction payment disputes.