Private Email Woes Infect The Private Sector

Vice Chancellor J. Travis Laster’s ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their “private” emails may not be so private.  The ruling addressed Amalgamated Bank’s demand to inspect the books and records of Yahoo! pursuant to Section 220 of the Delaware General

Delaware Inspection Ruling May Cause Yahoo! Inc. To Regret Not Incorporating In Nevada

In a recent blog post, Delaware lawyer Francis Pileggi discusses a recent ruling by Vice Chancellor J. Travis Laster ordering Yahoo! Inc. to produce personal emails of directors and electronically stored information in response to a stockholder inspection demand pursuant to Section 220 of the Delaware General Corporation Law.  Amalgamated Bank v. Yahoo!, Inc., C.A. No.

Do The Secretary Of State’s Criteria For Determining “Generally Recognized Presidential Candidates” Violate The APA?

Earlier this week, the California Secretary of State released his list of “generally recognized presidential candidates”.  These are the individual whose names will appear on California’s June 2016 primary ballot.  The Secretary of State listed 43 individuals from six political parties (American Independent, Democratic, Green, Libertarian, Peace & Freedom, and Republican).  It’s not too late to

Insurance Commissioner Calls For Thermal Coal Divestment And Disclosure

Late last month, California’s Insurance Commissioner announced that he had “asked all insurance companies doing business in California to voluntarily divest from their investments in thermal coal”.  Thermal coal, also known as steam coal, is coal that is used to power steam generators. According to to the U.S. Energy Information Administration, coal is the most

Promises, Promises: Secretary of State Admits California Can’t Accommodate Cumulative Voting

California’s 1879 Constitution enshrined cumulative voting as a constitutional right.  Cal. Const. of 1879, Art. XII, § 12 (repealed).  The 1931 California General Corporation Law continued mandatory cumulative voting.  When the current California General Corporation Law was introduced, it allowed corporations to opt out of cumulative voting.  However, the law as finally enacted continued mandatory cumulative voting.  It

A Failure To Mediate Results In A Failure To Litigate

Mediation is often viewed as less costly alternative to litigation.  Therefore, it is not unusual for parties to include a mediation provision in their contracts, such as the following: The parties agree that any disputes or questions arising hereunder, including the construction or application of [the] Agreement shall be submitted to mediation between [MBA] and [Alaska

9th Circuit Holds Subsidiary Could Be The General Manager Of Its Parent

Section 2110 of the California Corporations Code governs service of process on a foreign corporation.  One means of valid service under the statute is by delivering process by hand to the corporation’s general manager in California.  The California General Corporation Law, however does not define “general manager”.  In Miller v. The Public Warehousing Company KSC

What Vote Should Be Required To Pull The Plug On An LLC?

There are three paths to dissolution under California’s Revised Uniform Limited Liability Company Act (RULLCA).  First, an event of dissolution set forth in a written operating agreement or the articles of organization may occur.  Cal. Corp. Code § 17707.01(a).  Second, ninety consecutive days may pass during which the limited liability company has no members.  Cal. Corp. Code § 17707.01(c).

District Court Declines To Redress The SEC’s Failure To Respond To Petition Seeking Political Spending Disclosure Rule

Although placed right up front in the First Amendment to the U.S. Constitution, the right to petition the government for redress of grievances is often overshadowed by the other First Amendment rights.  There can be no doubt, however, that the right to petition the government is an important right with a long historical tradition.  The

The Investment Company Act And Roy M. Cohn

fifth avenue

Last week, UFCW Local 1500 Pension Fund filed a class action and derivative lawsuit against Yahoo! Inc., its board of directors and some of its current and former officers.  (N.D. Cal. Case No. 3:16-cv-00478-RS).  According to the complaint, Yahoo describes itself as a global Internet new media company that offers a branded network of media, commerce,