Court Finds No Personal Jurisdiction Over Foreign Director Of California Corporation

Frank Hemm, a citizen of Switzerland, served on the board of directors of Rodo Medical, Inc., a California corporation.  He was also an executive of Institut Straumann AG, a Swiss corporation and investor in Rodo.   Mr. Hemm attended Rodo board...

When A Majority Vote May Not Suffice

The California General Corporation Law imposes an intricate set of rules with respect to shareholder approval of reorganizations (defined in Section 181).  In general, the GCL requires that the principal terms of a reorganization be "approved by the...

When A Director Is Removed, Can The Shareholders Fill The Vacancy By Written Consent?

When a director is removed from the board of a California corporation, a "vacancy" is created.  Cal. Corp. Code § 192.   The board of directors cannot fill the vacancy unless the board is authorized to do so in the articles of incorporation or a...

Federal Circuit Holds Board Of Directors As A Separate Entity

We often hear about a board of directors being sued, but can a plaintiff really sue a corporation's board?   According to a recent decision by the Federal Circuit,  a plaintiff can't sue a board, at least not as a separate entity in federal court:

Does A Party To A Contract Owe A Duty To Disclose An Intention Not To Renew?

Huy Fong Foods, Inc. makes Sriracha pepper sauce and for nearly three decades Underwood Ranches, L.P. supplied the peppers for Huy Fong's sauce.  Although the parties operated under written agreements for the first decade of their relationship, they...

In California, Not Every Merger Is A "Reorganization"

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...

Why The Term Of "Debt Securities" Matters

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...

What Does Rule 144 Have To Do With Dissenters Rights?

Shares that otherwise meet California's definition of "dissenting shares" are not dissenting shares if immediately before the reorganization or short-form merger, they are listed on any national securities exchange certified by the Commissioner of...

When One Party's Professional Decides The Sufficiency Of That Party's Performance

Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing.  In California, it has long been held that the parties may agree that the...

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