If Corporate Charters Are Contracts, Must They Be Signed By The Corporation Or Shareholders?

Recently, Professor Ann Lipton wrote that the California Supreme Court has granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023).   This was a case that I discussed last September in which...

When Do Stock Splits, Reverse Stock Splits And The Like Become Effective?

Section 908 of the California Corporations Code provides that when a California corporation files a certificate of amendment, the articles of incorporation shall be amended in accordance with the certificate and any stock split, reverse stock split,...

Where To Find Common Stock In The California General Corporation Law

As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock". Common shares are shares that have no preference over other shares with respect to distribution of assets on...

Putting These Provisions In Bylaws Won't Be Sufficient

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing. There are a number of other...

Referring To Extraneous Agreements In The Articles of Incorporation

I didn't take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a "spot" bill.  See "See Spot Run". As introduced, the bill simply added "which may include a reference to a separate shareholder agreement"...

California And The "Entitled To Vote" Standard

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was "the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled...

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