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CALIFORNIA CORPORATE & SECURITIES LAW

More On Suing The CEO For Social Activism

The last few days, I’ve been writing about the legal issues raised by Jon L. Pritchett and Ed Tiryakian in a recent opinion piece published by The Wall Street Journal.  To sum up the discussion so far, Professor Stephen Bainbridge responded to Messrs. Pritchett and Tiryakian by arguing that the business judgment rule should bar…

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Officers And The Business Judgment Rule

Last weekend, I attended a symposium at the UCLA School of Law entitled “Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law”.  The event, organized by ever erudite Professor Stephen Bainbridge, featured presentations by leading scholars and practitioners from around the country.  I was therefore surprised when the discussion turned to whether Delaware applies the business…

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This International Shoe Doesn’t Fit: Subsidiary May Not Be Parent’s Agent

Is a wholly-owned subsidiary per se an agent of the parent?  In an opinion issued yesterday, the Nevada Supreme Court answered “not necessarily”.  The legal issue was whether the German parent of a Delaware corporation doing business in Nevada was subject to the jurisdiction of the Nevada courts.  Viega GMBH v. Eighth Judicial Dist. Court, 130…

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Protecting Client Confidences “At Every Peril”

California expects a lot from attorneys when it comes to client confidences and the attorney-client privilege. Evidence Code Section 955 imposes an affirmative duty on every lawyer who received or made a communication subject to the attorney-client privilege to claim the privilege whenever she is present when the communication is sought to be disclosed and she…

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Worlds In Collision – Agency Law And A Director’s Fiduciary Duties

Some of you may recall the consternation that arose when former Chancellor Chandler seemed to classify directors as agents of the shareholders.  Unisuper, Ltd. v. News Corp., No. 1699  (Del. Ch. Dec. 20, 2005) (“the board’s power—which is that of an agent’s with regard to its principal —derives from the shareholders, who are the ultimate holders of power…

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