Last month, Governor Gavin Newsom appointed Khalil “KC” Mohseni, as Commissioner of the California Department of Financial Protection and Innovation. Commissioner Mohseni is not an entirely new to the DFPI. He served as Chief Deputy Director of the DFPI since
Allen Matkins
Allen Matkins is a law firm that publishes the California Corporate & Securities Law Blog, focusing on corporate governance, securities law, and business entity matters primarily within California and Nevada jurisdictions. The blog covers a wide range of topics including corporate law, limited liability companies, mergers and acquisitions, fiduciary duties, securities regulation, and legislative developments affecting corporate and securities law. It provides legal analysis and updates on statutes, case law, and regulatory changes relevant to corporate attorneys, business professionals, and stakeholders involved in corporate governance and securities compliance. The firm’s publications emphasize practical legal insights into corporate operations, shareholder rights, and regulatory compliance in the corporate and securities arena.
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Latest from Allen Matkins - Page 6
Trump Media Claims Corporate Law Decisions Are Better When Made By Locals
Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC. The company’s largest stockholder is Donald J. Trump, Jr. Given Trump pere’s affiliation with Elon Musk and Mr. Musk’s disdain for Delaware’s corporate…
What About Texas?
While Elon Musk moved two of his companies (Neuralink and X Corp.) to Nevada, he notably reincorporated Tesla in Texas. Mr. Musk’s decision embrace of Texas raises the question of whether other Delaware corporations will follow Mr. Musk’s lead. SMU…
If A Picture Is Worth A Thousand Words, Should Bylaws Have Pictures?
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. See Are Bylaws Required? As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all…
Should Law Schools Be Teaching California Corporate Law?
It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been the state…
California Bill Would Authorize The Secretary Of State To Revoke Business Licenses, But There Is Just One Problem . . .
In California’s continuing war on businesses, a legislator recently introduced a bill to enact the “Polluters Pay Climate Superfund Act of 2025”, AB 1243 (Addis). This bill would establish the a program to be administered by the California Environmental Protection…
In Another Blow To Delaware's Hegemony Another Company Proposes Reincorporation In Nevada
Will The First State No Longer Be First?
Yesterday, another Delaware corporation, Aerovate Therapeutics, Inc., filed a Form S-4 registration statement that includes a proposal to reincorporate from Delaware to Nevada. The proposal is unfortunately titled “The Redomestication Proposal” even…
Nevada Bill Would Expressly Allow Directors To Approve Documents In "Preliminary Form"
Almost one year ago, Chancellor Kathaleen St. J. McCormick ruled that a board of directors of a Delaware corporation must at a “bare minimum” approve an “essentially complete” version of the merger agreement. Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024…
It Is More Than Conceivable That The Court Of Chancery Would Correct Statutory Law
The most distinguishing feature of Delaware law is that it is interpreted and applied by a court of equity. A recent post by Professor Stephen Bainbridge illustrates this point:
The Delaware Supreme Court held in Schnell v. Chris-Craft Industries, Inc., that “inequitable…
Nevada Bill Would Impose A Duty That Directors Be Informed
As I and others have pointed out, Nevada leans heavily on its statutes when it comes to corporate governance. Currently, NRS 78.135 provides:
The fiduciary duties of directors and officers are to exercise their respective powers in good faith and…