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CALIFORNIA CORPORATE & SECURITIES LAW

Professor Bainbridge On My “Beef” With Gantler v. Stephens

Professor Stephen Bainbridge yesterday provided a well considered assessment of my “beef” with the Delaware Supreme Court’s holding in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that “the fiduciary duties of officers are the same as those of directors”.  To the extent that Professor Bainbridge is saying that officers are not agents “pure and simple”. …

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Why The Brouhaha Over “Gadfly”?

University of California – Berkeley law school Professor Steven Davidoff Solomon started a contretemps amongst corporate governance mavens when he published this piece in The New York Times DealBook.  Broc Romanek, writing for TheCorporateCounsel.net took issue in this post with, among other things, the Professor’s use of the term “gadfly”: Never Use the Loaded “Gadfly” Term – It’s politically…

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Insider Trading California Style

In this recent post, Professor Stephen Bainbridge noted that the attorneys defending former hedge fund manager Doug Whitman have argued for the application of California law with respect to fiduciary duties.  He cites this Wall Street Journal Law Blog by Joe Palazzolo. There is no mention of California’s very own insider trading statute, California Corporations Code…

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