Corporate Governance

Rule 504 Of Reg D Could Become More Useful Following SEC Amendments

The Securities and Exchange Commission (SEC) recently adopted amendments to Rule 504 of Regulation D under the Securities Act...

California Tightens Data Breach Notification Law

On September 13, California Gov. Jerry Brown signed into law AB 2828, tightening what is already considered to be...

Dec 13 · 1 min read >

Sandbagging In M&A Deals: What Does Silence Mean?

Sandbagging in billiards and other games happens when someone pretends to be a worse player in order to trick...

Delaware Court Clarifies “Commercially Reasonable Efforts” In M&A Deal

The Delaware Chancery Court in a recent decision cleared Energy Transfer Equity to abandon its planned merger with rival...

Shareholder Inspection Rights In Delaware

An earlier post covered the inspection rights of shareholders of California corporations. Here, I cover the rights provided in...

Shareholder Inspection Rights In California

Corporate shareholders have certain rights to access the books and records of a company in which they hold stock....

Corporate Dissolution: An Alternative To Business Bankruptcy

Each year tens of thousands of financially troubled businesses file for bankruptcy. But there can be other legal options...

NY AG Targets Non-Competes: What This Means For Employers

The New York Attorney General’s Office turned some heads this summer when it reached settlements with multiple companies over...

California Limits Employers’ Use Of Forum Selection, Choice Of Venue Provisions

Companies have long used forum-selection clauses and choice-of-law provisions to require employees litigate or arbitrate work-related disputes outside California...

Oct 18 · 2 min read >

How Should the Conversion Discount for Convertible Notes be Determined?

Conversion discounts are often included in a convertible bridge note, specifying a discount rate that is applied to the...