In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum selection bylaw, requiring claims to be adjudicated in Delaware.  After the forum selection bylaw was adopted, the…

I have previously noted certain provisions of a bill amending Nevada’s business entity statutes, AB239.  See Nevada Bill Would Impose A Duty That Directors Be Informed and Nevada Bill Would Expressly Allow Directors To Approve Documents In “Preliminary Form”.  AB239 recently passed out of the Assembly on a 40-2 vote.  A recent amendment…

In 2020, the legislature enacted the California Consumer Financial Protection Law.  The CCFPL significantly expanded the regulatory authority of the the Department of Financial Protection & Innovation by granting it the power to enforce any California or federal consumer financial law pursuant to Financial Code section § 90003(a)(2).  Currently, this authority has been exercised with respect…

In California, it seems that everything must be registered and reported to the state.  A spot bill, SB 789 (Menjivar) was recently amended to require that individuals and entities owning commercial property in the state to register with the California Department of Tax and Fee Administration.  In addition, owners would be required to file…

Last Friday, California headquartered Affirm Holdings, Inc. filed preliminary proxy materials for a special meeting of stockholders to consider a proposal to reincorporate from Delaware to Nevada.  Affirm is joining several other well-known and non-so-well known defectors to the Silver State.  In proposing the move, Affirm cites the changing litigation landscape in Delaware:

We have…

In 2011, a local water district in Nevada entered into a lease agreement with Paradise Canyon, LLC to provide shares of water for irrigating the Wolf Creek Golf Club.   The lease agreement granted Paradise Canyon a right of first refusal with respect renewing the agreement, but unambiguously provided the district with sole and absolute discretion in…

Ten years ago, Hovik Nazaryan sued Femtometrix, Inc. claiming that the company had issued shares to him than it had promised.  The parties settled the lawsuit.  The settlement agreement provided that the stock issued to Mr. Nazaryan “is not ‘compensation,’ ‘salary,’ or ‘income’ for services performed by [Nazaryan].”  The settlement  agreement further provided “The Settlement…