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"The Strongest Corporate Accountability Law In The Nation" Is Officially In Desuetude

In 2003, The California legislature enacted SB 523 to subject certain corporations to civil penalties of up to $1 million if the corporation has knowledge of certain acts and fails to notify the Attorney General or the "appropriate government...

California Corporations Code

Why "Transfer or Hypothecate"?

Section 204(b) permits the articles of incorporation to include reasonable restrictions upon the right to transfer or hypothecate shares of any class or classes or series.  This is the only time the word "hypothecate" appears in the General...

California Corporations Code

Would Glass Lewis Have Anything To Do If It Were Consistent?

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance:

"With consistency a great soul has simply nothing to do. He may as well concern himself with his shadow on the wall. Speak what you think now...

Glass Lewis, section 602(a), Supermajority vote, Bob Lamm, California Corporations Code, Corporate Governance, proxy voting guidelines, Section 902(a)

California's Corporations Code And Securities Rules Are Rife With Errors

Spring is the traditional season for cleaning and California's Corporations Code and securities rules are desperately in need of some tidying up.  In a very quick and incomplete review of the Code and the Commissioner's rules, I found the following:

California Securities Laws, California Corporations Code, Commissioner's Rules, incorrect

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states.  Thus, it should surprise no one that these states don't appreciate it when their legal offerings are undermined by other states.  One way...

Nevada Corporations, SB 203, California Corporations Code, foreign corporation, Hollis v. Hill, internal affairs doctrine, Section 2116, Shaffer v. Heitner, Super Pawn Jewelry & Loan v. Am. Envtl.

Why An Understanding Of Officers As Agents May Be Important

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation.  Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including:

Choice of law.  California...

officers, Restatement (Second) Agency, California Corporations Code, Corporate Governance, business judgment rule, California Civil Code, fiduciary duty, Labor Code, Section 2116, section 309

Can The Board Remove A Director?

Can a board of directors remove one of its own?  In the case of a California corporation, the answer is no.  The power to remove directors is vested in the shareholders and the superior court pursuant to Corporations Code Section 303 and 304.  While...

removal, California Corporations Code, Corporate Governance, director, Section 302

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ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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