Contact us with your California corporate & securities law questions (949) 353-6347 or Contact us here

New York Judge Considers Meaning Of "Voting Power" In California Contract

Chapter 1 of the California General Corporation Law includes a large number of definitions, beginning with "Acknowledged" (Section 149) and ending with "Written, in writing" (Section 195).  It is easy to gloss over these terms as the balance of...

Overland Storage, Corporate Governance, Corporations Code, Inc., Judge Marcy Friedman, Section 194.8, Special Situations Fund III, voting power

Professor Bainbridge Precises Corporate Philanthropy

Earlier this week, UCLA Law School Professor Stephen Bainbridge precised the question of corporate philanthropy.  He notes "Virtually all states have adopted statutes specifically granting corporations the power to make charitable donations, which...

Section 207, Corporate Governance, corporate philanthropy, Corporations Code, Stephen Bainbridge

What Kind Of California Corporation Must Include A Salary Limitation In Its Articles Or Bylaws?

I suspect that at least a few California corporate lawyers are unaware of a provision in the California Corporations Code requiring the articles or bylaws of certain corporations to contain a limitation on the salaries paid to the persons operating...

California Securities Laws, nonprofit mutual benefit, Section 25100(f), Corporate Governance, Corporations Code, mutual water company, SB 633

Multifarious Meanings of "Person"

Last Friday, I observed that the definitions of "person" found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious.  Section 18 of the Code, which applies to the...

nonprofit corporation law, person, revised uniform limited liability, uniform limited partnership act, Uncategorized, Corporations Code

Shareholder Derivative Suit Or Derivative Action?

I have long puzzled over the question of which is correct - "derivative suit" or "derivative action"?  Historically, the term "suit" was used for proceedings in equity.  California courts have generally regarded shareholder derivative claims as...

Grosset v. Wenaas, nelson v. Anderson, Corporate Governance, Corporations Code, derivative action, derivative lawsuit, derivative suit, Section 2900, Section 800, Small v. Fritz

Shares of Foreign Subsidiaries

I expect that little or no thought is given to the possible application of California's Corporate Securities Law of 1968 when a corporation incorporates a subsidiary under the laws of a foreign country.  However, the issuance of shares to a...

California Securities Laws, 260.105.22, 260.141.11, Corporations Code, foreign subsidiary, qualification, section 25110

A Shareholder Consent In Its Dotage May Or May Not Be Valid

California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent:

Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a...

Delaware General Corporation Law, record date, section 228, Corporate Governance, Action by written consent, Corporations Code, Section 603, Section 701

Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of "May"

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision.  When the question comes before a California appellate court, the outcome may turn on the meaning of "may" in California Corporations...

Section 3513, Bylaw, Choice of Law/Conflict of Law, Civil Code, Corporations Code, exclusive forum, liability of director, Section 2116, waiver

Buying Assets? Have You Considered This Secretary's Certificate?

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the usual and regular...

Mergers & Acquisitions, Section 1001, Section 1002, approval of the outstanding shares, Corporations Code, sale of all or substantially all, secretary's certificate

LLC Bound By Agreement Signed By Manager's Manager

Justice Kenneth R. Yegan clearly and concisely frames the question in Western Surety Co. v. La Cumbre Office Partners, LLC, 2017 Cal. App. LEXIS 77 (2017):

" natural person is the managing member of a limited liability company (LLC 1) that is the...

Limited Liability Companies, manager, Section 17157(d), Section 17713.03, accredited investor, convivio, Corporations Code, dante alighieri, Kenneth R. Yegan, signature, Western Surety v. La Cumbre Office Partners

1

ANY QUESTIONS REGARDING CALIFORNIA CORPORATE AND SECURITIES LAW? CONTACT US DIRECTLY

We offer expert advice with the intricacies of California law.

Our years of experience and expertise allow us to help clients navigate the business laws in California.

CONTACT US

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
Learn More About Keith

RECOGNITION

JDSupra 2018

nominee-badge

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

CATEGORIES

see all

YOUTUBE

FACEBOOK