Delaware has once again refined the contours of fiduciary duty law with the enactment of Senate Bill 154 (“SB 154”), effective for transactions occurring after January 1, 2025. SB 154 amends the Delaware General Corporation Law (“DGCL”) to provide clarity regarding the corporate opportunity doctrine, board ratification procedures and the treatment of conflicts involving directors who participate in overlapping business opportunities. Because many California headquartered companies are incorporated in Delaware, the amendments create important compliance and ...

For California employers, particularly those in the hospitality and service industries where tipping is customary, remaining compliant with all wage and hour laws has always been paramount. However, a significant development in the state’s labor law landscape, Senate Bill 648, has intensified the focus on one particular area: the handling of employee gratuities. This new law, which becomes effective January 1, 2026, fundamentally strengthens enforcement of California's existing protections against tip theft, and all businesses must now review their gratuities policies ...

The California Supreme Court recently issued an opinion that serves as an important reminder to employers: good intentions regarding compliance with wage laws are not enough to avoid liquidated damages for minimum wage violations. To rely on the statutory good-faith defense, an employer must affirmatively attempt to understand and comply with the law. Simply believing a work arrangement is lawful — or assuming the worker is not an employee — will not suffice.

In Iloff v. LaPaille, a property owner allowed a tenant to perform maintenance work in exchange for free rent. After the ...

Senate Bill 477 amends the Fair Employment and Housing Act (FEHA) to significantly strengthen the investigatory and prosecutorial tools available to the California Civil Rights Department (CRD), in a manner which has consequences for every employer.  Collectively, these changes provide the CRD with the flexibility to pursue larger, more complex, and potentially class-action or pattern-or-practice claims with greater depth and fewer administrative hurdles.

One of the most significant changes lies in the tolling of the statute of limitations – the deadline for an employee to ...

On September 29, 2025, Governor Newsom signed into law Senate Bill 53 (“SB 53” or the “Act”), officially titled the “Transparency in Frontier Artificial Intelligence Act”.  This legislation is the first U.S. state statute to impose broad transparency, reporting, and whistleblower protections for developers of advanced frontier AI models.  In doing so, once again, California strengthens its position as a regulatory leader in artificial intelligence by placing new obligations on large-scale developers while providing a blueprint for national and international AI ...

California once again sets the pace in consumer privacy and digital-platform regulation with the enactment of Assembly Bill 656 (“AB 656” or the “Act”), detailing new obligations for large social-media platforms to facilitate account deletion and data removal.  Signed by Governor Newsom on October 8, 2025 and effective January 1, 2026, covered businesses will need to act quickly in order to comply. 

In its legislative findings, AB 656 identifies that a “substantial function” of social-media platforms is user-connection, and research has documented entry barriers ...

The landscape of wage enforcement in California has fundamentally changed with the enactment of Senate Bill 261 (SB 261), a law designed to eliminate the otherwise questionable strategy of ignoring wage judgments. Unlike a related measure that was vetoed, SB 261 is set to take effect on January 1, 2026, and introduces a massive financial risk for employers who fail to satisfy court-ordered judgments.

At the heart of SB 261 is a hard 180-day deadline. If a final, non-appealable judgment for unpaid wages remains unsatisfied after this period, the employer faces a civil penalty that can ...

Similar to federal EEO-1 reporting, private employers in California with 100 or more employees must submit pay data to the Civil Rights Department (CRD) by the second Wednesday in May each year.  The data must include the number of employees by race, ethnicity, and sex within ten job categories, within U.S. Bureau of Labor Statistics pay bands, and the total number of hours worked by each employee counted within each pay band during a reporting year.  Mean and median hourly pay rates by race, ethnicity, and sex are also required.  The data is required to enable the CRD to enforce civil rights ...

Q: You have previously written about how the ultra vires exception to the Barton Doctrine is extremely narrow, highlighting a Texas case, In re Preferred Ready-Mix, LLC. When last discussed, you mentioned the bankruptcy debtor had appealed the district court’s decision that the debtor was barred from suing the receiver. Has the appeal been resolved?

A: Yes. In an unpublished decision, issued on New Years Eve, the Fifth Circuit reversed. While the decision was bad for the receiver involved, the result is actually consistent with the legal reasoning in the district court decision ...

Among the nearly 800 laws signed by Governor Newsom in 2025, Senate Bill 642 passed with little fanfare.  This may be because SB 642 seems, at first glance, to be clerical in nature.  However, California employers should not be lulled by this characterization as the statute is anything but routine.  SB 642 is a significant expansion of law which should prompt employers to thoroughly review their compensation practices.

SB 642 begins simply enough by revising the definition of “pay scale”.  Labor Code section 432.5 already requires employers to share pay scale information with job ...