California Corporate & Securities Law

Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law. The CGCL recognizes two other types of "reorganizations". One of...

The California General Corporation Law defines three types of "reorganizations" - a merger reorganization, an exchange reorganization, and a sale-of-assets reorganization. Cal. Corp. Code § 181. A "sale-of-assets reorganization" is defined as the...

In Orzeck v. Englehart, 195 A.2d  375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal Significance".   Warner...

Section 189 of the California General Corporation Law defines "subsidiary" as follows:

California's General Corporation Law refers to "common shares" rather than "common stock".  What makes shares shares "common shares"?  Section 159 defines "common shares" as "shares which have no preference over any other shares with respect to...

The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7). The GCL, however, does not permit a corporation to convert to a foreign other business entity (Section...

Some corporate actions defy a cure. Other states, notably Delaware and Nevada, have taken action to provide cures for the incurable. Last year, the Corporations Committee of the Business Law Section of the California Lawyers Association sponsored a...

John Jenkins at DealLawyers.com took note yesterday of an interesting ruling by Vice Chancellor J. Travis Laster in Stream TV Networks v. SeeCubic, C.A. No. 2020-0310-JTL (Dec. 8, 2020). On issue in the case was whether Section 271 of the Delaware...

Anyone drafting a legal document will at some time or another have to deal with the problem that English personal pronouns refer to the perceived biological gender of its referent. Historically, attorneys tended to use male personal pronouns...