Court Rules Director Of California Corporation Has A Duty To Disclose When Soliciting Consents
The California General Corporation Law permits shareholders to take action by written consent, unless otherwise provided in the articles of incorporation. Cal. Corp. Code § 603(a). When shareholder action is taken by written consent, the GCL imposes...
In This Case, There Was A Balm And It Was Menace

In California, extortion is a crime.  Section 518 of the Penal Code defines "extortion" as "the obtaining of property or other consideration from another, with his or her consent, or the obtaining of an official act of a public officer, induced by a...

Lawyer Revives Zombie Corporation In Attempt To Enforce Decades Old Lien - Was He Successful?

In 1995, Panrox International (USA), Inc. recorded a deed of trust on a home in Los Angeles to secure an indebtedness of $141,000. On January 2, 2001, the State of California suspended Panrox for failure to pay taxes. Panrox remained suspended for...

Giving Thanks for Thanksgiving

Until President Abraham Lincoln proclaimed a national day of thanksgiving during the Civil War, thanksgiving holidays were a matter of state and local concern. California mentions Thanksgiving Day in 18 separate statutes, including those in the Code...

Is It Possible That Some Possibilities Are Unreasonable?

Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting rights or provide an...

When The Band Breaks Up

Last May, Andy Greene wrote an article for RollingStone magazine about the "the biggest, messiest band breakups in music history".  In the introducing his list of the 50 worst breakups, Mr. Greene observed:

Can A Nonsignatory Compel Another Nonsignatory To Arbitrate?

Disputes over whether arbitration may be compelled generally fall into four categories. First, a signatory to an arbitration agreement may seek to compel another signatory to arbitrate. Second, a signatory may seek to compel a nonsignatory to...

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines "director" to mean a natural...

Court Ruling Deals Blow To DFPI's "True Lender" Theory

While the California Financing Law defines "finance lender", it does so in a very open-ended and nonspecific manner. Cal. Fin. Code § 22009 ("'Finance lender' includes any person who is engaged in the business of making consumer loans or making...

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