California Corporate & Securities Law

I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders. I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and officers. A recent...

Earlier this week, the Securities and Exchange Commission filed a civil complaint in the U.S. District Court for the District of Columbia. The complaint alleges that Mr. Musk in acquiring shares of Twitter failed to file a required beneficial...

California legislators are introducing the first bills in the current biennium.  One of these bills, AB 83 (Pacheco), would add an entirely new division to the California Financial Code. This new division would consist of a single section and this...

As has been widely reported, U.S. District Court Judge Amos L. Mazzant in early December of last year preliminarily enjoined the CTA and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 5049220 (E.D. Tex. Dec. 5, 2024)....

As 2024 closed and 2025 began, four additional publicly traded companies proposed reincorporating from Delaware into the "sweet promised land"* of Nevada.  These companies include:

American businesses have been experiencing whiplash over the status of the Corporate Transparency Act.  In early December of last year, Judge Amos L. Mazzant preliminarily enjoined the CTA and its implementing regulations.  Texas Top Cop Shop, Inc. v....

Delaware cases dealing with transactions involving controlling stockholders are often concerned with the standard of review to be applied.  See, e.g., Tornetta v. Musk, 250 A.3d 793 (2019). Some cases engender a different question - what duties, if...

I recently commented on the discussion of possible damage theories posited by Vice Chancellor J. Travis Laster in Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024). A commenter on my post noted that the Court discussed damages as an adequate remedy of...

As explained in this Alert, the Fifth Circuit Court of Appeals in an abrupt volte-face has reinstated the nationwide injunction against enforcement of the Corporate Transparency Act’s Beneficial Ownership Information reporting requirements. While...