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CALIFORNIA CORPORATE & SECURITIES LAW

California And Van Gorkom

As a corporate lawyer, it is hard to ignore the Delaware Supreme Court’s opinion in Smith v. Van Gorkom, 488 A.2d 858 (1985) overruled on other grounds Gantler v. Stephens, 965 A.2d 695 (Del. 2009).  Professor Stephen Bainbridge has called it “one of the most important corporate law decisions of the 20th century” and Bernard Sharfman has…

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How Nevada Surpasses Delaware In Limiting The Liability Of Directors And Officers

It is hard to believe that it has been more than a quarter century since the Delaware Supreme Court dropped the bombshell of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).  Suddenly, incorporation in Delaware no longer looked like a good idea (at least from the perspective of a director).  At the time, Chicago…

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