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CALIFORNIA CORPORATE & SECURITIES LAW

When CEOs Read This, They May Become Less Enamored Of Delaware

In a forthcoming paper, Professors Murali Jagannathan (Binghamton University School of Management) and A.C. Pritchard (University of Michigan Law School) evaluate whether there might be  relationship between incorporation in Delaware and Chief Executive Officer turnover.  The two professors conclude that Delaware firms terminate their CEOs significantly more frequently than the average firm in their study.  They found that decisions by Delaware boards to force out…

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Why You Should Have Read Last Week’s Posts On California’s D&O Loan Ban

I spent the better part of last week writing about California Corporations Code Section 315.  The statute general prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the obligation of, an officer or director without specified shareholder approval.  What happens if a prohibited loan is made? The good…

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The Crime That Knows No Definition

As was widely reported yesterday, a jury failed to find Mark Cuban liable for insider trading.  On the courthouse steps after the verdict, I think that Mr. Cuban made some very insightful and important comments: “There’s [sic] no bright line rules” – It’s important to remember that Congress has never defined by statute what exactly…

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