Business Law Corporations Committee

Governor Gavin Newsom has signed SB 218 (sponsored by Senator Jones), which was proposed by the California Lawyers Association’s Business Law Section Corporations Committee and adds an important new Section 119 to the California Corporations Code (CCC) providing for corporate ratification and judicial validation of noncompliant corporate actions. Read more

On May 13, 2022, Los Angeles Superior Court Judge Maureen Duffy-Lewis issued a bench trial verdict in a widely-watched case—Crest et al. v. Padilla, C.A. No. 19STCV27561 Cal. Super. Ct. (Crest I). Read more

On April 28, 2022, the California Court of Appeal affirmed a San Mateo County Superior Court’s dismissal of a securities class action case on the basis that the defendant, Restoration Robotics, Inc. (which was subsequently acquired by Venus Concepts Ltd), had adopted a federal forum provision (“FFP”), which provided that claims of violation of the Securities Act of 1933, as amended (the “Securities Act”) were required to be brought in U.S. federal courts. Read more

Beginning on January 1, 2022, Statements of Information for corporations and LLCs will include a question on whether, for LLCs, a manager or member, and for corporations, an officer or director, has any outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code. Read more

The Corporations Committee and the Nonprofit Organizations Committee of the Business Law Section of the California Lawyers Association are pleased to announce that, on October 5, 2021, Governor Newsom signed their sponsored corporations and nonprofits governance bill, AB 663 (Assemblymember Chen). Read more

On September 8, 2021, the SEC charged a Nevada lawyer for playing a crucial role in facilitating the sale of millions of shares of unregistered stock in violation of the federal securities laws. Read more

On August 17, 2021, the California Court of Appeal, Fourth Appellate District, in Turner v. Victoria, held that a director of a California nonprofit public benefit corporation who brought an action on behalf of the corporation lost standing to pursue her claims when she lost re-election to the board. Read more

On July 2, 2021, a three-judge panel of the California Court of Appeal, First Appellate District, Division Three, in Ramirez v. Gilead Sciences, Inc., affirmed the trial court’s denial of plaintiff’s petition for writ of mandate to compel Gilead Sciences, Inc., a Delaware corporation headquartered in California, to allow the plaintiff to inspect certain of its books and records under California statutory and common law. Read more

On June 21, 2021, a three-judge panel of the Ninth Circuit Court of Appeal, in Creighton Meland v. Shirley N. Weber, Secretary of State of California (No. 20-15762), reversed the district court’s dismissal for lack of standing of a lawsuit brought by a shareholder challenging the constitutionality of California’s gender quota law found in Section 301.3 of the California Corporations Code. Read more

In early 2021, the California Senate introduced two bills related to reporting of greenhouse gas emissions (SB 260) and climate-related financial risk (SB 449). Both bills were amended as recently as April 2021. Read more