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We may learn as early as today whether a pending constitutional challenge to AB 979 will be going to trial in May. AB 979 is California's law requiring publicly held domestic and foreign corporations having their principal executive...

Although I have yet to encounter the situation, California provides a mechanism for a corporation formed under the General Corporation Law to become a nonprofit religious corporation.

As has been widely reported, the Fifth Circuit Court of Appeals this week addressed the legal status of the administrative courts of the Securities and Exchange Commission. In short, the Court held...

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)

On occasion, someone might perceive that they have been improperly appointed as a director or officer of a corporation. If this unfortunate circumstance occur, is there any mechanism...

I blogged earlier this year (based on an exchange with Keith) that filing the Corporate Disclosure Statement contemplated by California law is not really "required" by any regulation and that there is no real enforcement mechanism.

In 2016, the California legislature enacted Labor Code Section 925 which prohibits an employer from requiring an employee who primarily resides and works in California...

In January, 1832, William Learned Marcy rose in the United States Senate to defend Secretary of State Martin Van Buren from criticism by Henry Clay.

Usually, appellate decisions provide guidance to future litigants on how the law will be interpreted and applied. A recent published opinion by the Fourth District Court of Appeal, ...

Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial...

Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law.

In this early January post, I noted the passing of one of the de minimis exemptions under the California Financing Law.

The United States Supreme Court granted certiorari on September 29, 2023 in Sheetz v. County of El Dorado, a case that challenges the County of El Dorado's requirement that a property owner pay a Traffic Impact Mitigation Fee (TIM) as a condition to a development permit.

The California Supreme Court recently held in City of San Jose v. Superior Court, California Supreme Court Case No. S218066, that public employees' digital messages existing in private electronic devices...

In a ruling this week, Vice Chancellor Lori Will addressed whether one-half of an evenly divided board could gain access privileged communications between the corporation and its long-time outside counsel.

It should be a surprise to no one that California's laws imposing strict gender and diversity requirements on publicly held corporations continue to attract legal challenges.

The issuer is prohibited from indemnifying any executive officer or former executive officer against the loss of erroneously awarded compensation.

When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized.