California Corporate & Securities Law

Under the business judgment rule, "a director is not liable for a mistaken business judgment which is made in good faith and in what he or she believes to be in the best interest of the corporation, where no conflict of interest exists.”   Gaillard v....

Exactly one year ago today, I wrote that Governor Newsom had signed a bill, AB 39, that will prohibit a person from engaging in digital financial asset business activity without a license from Department of Financial Protection & Innovation. AB 39...

Recently, I wrote that The Trade Desk, Inc. is proposing to reincorporate from Delaware into Nevada.  An appendix to the company's definitive proxy statement includes a table ofProposed Reincorporations, Proxy Filings from January 1, 2021 to August...

Professor Ann Lipton recently wrote about an ingenious scheme developed by the Federal Bureau of Investigation that has resulted in indictments of 18 individuals and entities for alleged fraud and manipulation in the crypto currency markets....

Regular readers of this blog will know that Nevada corporate law has been a long-time interest for me. That interest began several decades ago when I wrote the first treatise on Nevada corporate law. That treatise was published by Prentice Hall in...

Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction.  Last May, Kintara Therapeutics, Inc., a Nevada corporation, filed a registration...

About eight years ago, I propounded the following five theses regarding the Securities and Exchange Commission's whistleblower bounty program:  

In 2020, GlobalTech Corporation, a Nevada corporation, filed an amendment to its articles of incorporation increasing its authorized number of shares of common stock from 10 million to 500 million. The amendment was approved by 2/3 of GlobalTech's...

Yesterday, I took note of a new law that requires active members of the California State Bar to disclose annually whether they have provided pro bono legal services and certain other information through the licensee’s My State Bar online profile on...