When Non-Voting Shares Must Approve A Reorganization

The California General Corporation Law permits a corporation to issue shares with no voting rights, provided that at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate, are entitled to full...

NASAA Urges Congress To Codify M&A Broker Relief

Last week, the North American Securities Administrators Association sent a letter to U.S. Senate and House committee leaders expressing concern that the appropriations process will "may be used to advance provisions in the draft JOBS Act 4.0 that...

Court Of Appeal Declines To "Sit On" Board Diversity Judgment

In July, California Secretary of State Shirley Weber filed a petition for a writ of supersedeas in the California Court of Appeal with respect to the trial court's judgment in Crest v. Padilla.  In that case, the trial court permanently enjoined and...

What Is The List Of Central Locations For Service Of Process?

The Department of Financial Protection & Innovation's website includes a link to an Excel spreadsheet listing the designation of of location(s) for service of legal process on financial institutions.  This listing is the result of legislation...

Dissenters' Rights And Conversions

Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights.  In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an agreed upon price, or if...

In This Case It May Have Been Better To Have Never Registered At All

Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State.  A foreign corporation that does not transact...

Will Mallory Doom Delaware's Officer Exculpation Statute And Its Corporate Hegemony?

Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty.  See Officer Exculpation Is Old News And Automatic In...

Does A State Have Personal Jurisdiction When The Plaintiff, Defendant And Incident Are Outside The State?

After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens.   Even though Mr. Mallory filed suit in...

"Black Friday" Is Not On The List Of California State Holidays, So Why Is It A Holiday For California State Employees?

A few years ago, I happened to be in Dublin, Ireland during Thanksgiving week.  Because Thanksgiving is not a traditional Irish holiday, I was surprised to seen that "Black Friday" sales were heavily advertised and that Grafton Street was packed...

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