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Do Ineffective Internal Controls Expand A Shareholder's Right Of Inspection?

Section 1601 of the California Corporations Code establishes a shareholder's right to inspect the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board".  A shareholder's inspection,...

General Corporation Law

How A Voting Shift Can Cut Short A Director's Term

Upon hearing that a "voting shift" has occurred, one might infer that there has been some change in the historical voting patterns.  The California General Corporation Law, however, defines the term very differently:

"'Voting shift' means a change,...

General Corporation Law

Shareholder Approval And Share Exchange Tender Offers

Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law.  Briefly, both involve the exchange of equity...

General Corporation Law

California's Obscure Regulation of Share Exchange Tender Offers

In 1989, the California legislature decided to define "share exchange tender offer" in the General Corporation Law.  Section 183.5 defines the term to mean:

"any acquisition by one corporation in exchange in whole or in part for its equity...

General Corporation Law

Why You Might Want To Aim Higher When Seeking Equity Plan Approval

Yesterday's post highlighted one company's confusion about the vote required for shareholder approval of an equity compensation plan under the California General Corporation Law.  Because the GCL does not impose a specific requirement for...

General Corporation Law

A Field Guide To Corporations And Domestic Corporations

Some may be surprised to learn that a corporation need not be formed under the California General Corporation Law to qualify as a "domestic corporation".  Corporations Code Section 167 defines "domestic corporation" to be "a corporation formed under...

General Corporation Law

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...

articles of incorporation, Bylaws, Corporate Governance, General Corporation Law, Section 204(a)

Fractions And Squeeze Outs

The last two posts have discussed what a corporation may do with fractions of shares.  I entitled the first of these posts "Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage" in partial reference to the song by Neil Sedaka and Howard...

Corporate Governance, fraction, fractional shares, General Corporation Law, Section 407, squeeze out

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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