In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more
4/13/2022
/ Appeals ,
Board of Directors ,
California ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Governor Newsom ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
State and Local Government ,
State Constitutions ,
Summary Judgment
Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...more
In Retail Wholesale & Department Store Union Local 338 Retirement Fund v. Hewlett-Packard Co., 2017 U.S. App. LEXIS 955 (9th Cir. Jan. 19, 2017), the United States Court of Appeals for the Ninth Circuit addressed for the...more
Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more
1/20/2017
/ Aiding and Abetting ,
Appeals ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
DE Supreme Court ,
Derivative Suit ,
Dilution ,
Direct Suit ,
Master Limited Partnerships ,
Mergers ,
Mootness ,
Parent Corporation ,
Partnership Agreements ,
Publicly-Traded Companies ,
Reversal ,
Self-Dealing ,
Shareholders ,
Standing ,
Tortious Interference