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When Signing A Subscription Agreement Is A Crime

Chapter 22 of the California General Corporation Law is devoted to crimes and penalties.  Some of these crimes are surprising.  Section 2252, for example, imposes criminal liability on every person who "signs to any subscription or agreement the...

General Corporation Law

NYC Controller Launches "Rooney Rule" Initiative, But Is It Legal In California?

John Jenkins yesterday wrote about the New York City Controller's initiative asking boards of directors to adopt a policy "requiring that the initial lists of candidates from which new management-supported director nominees and chief executive...

Qualifying Your Delaware Trust In California

Yesterday, I wrote that the California General Corporation Law defines "foreign corporation" to include, for some but not all purposes, business associations organized as trusts under the laws of a foreign jurisdiction.  Cal. Corp. Code §§ 170 &...

California Secretary of State

Delaware Statutory Trusts And The California General Corporation Law

Delaware has enacted a business trust law that governs both domestic and foreign trusts.  12 Del. Code § 3801 et seq.  California has no similar law but it does purport to impose certain provisions of its General Corporation Law on business trusts. 

General Corporation Law

Subsidiaries Domestic Or Foreign?

Yesterday's post parsed the definition of "subsidiary" in Corporations Code Section 189.  Because a subsidiary must be a corporation as defined in Section 162, a subsidiary cannot be a foreign corporation, as defined in Section 171.  The legislature...

General Corporation Law

Why A Delaware Corporation Can Not Be A Subsidiary Of A California Corporation

The California General Corporation Law defines a "subsidiary" of a specified corporation to be a "corporation shares of which possessing more than 50% of the voting power are owned directly or indirectly through one or more subsidiaries by the...

Does Caremark Apply To California Corporations?

Chancellor William T. Allen famously observed that a derivative claim based on a board's failure of oversight "is possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment." In re Caremark...

Corporate Governance

Attorney Representing LLC Does Not Necessarily Owe A Professional Duty To Co-Equal Owner

An attorney who represents a corporation does not inevitably become the attorney for the corporation's stockholders.  However, the Court of Appeal in Responsible Citizens v. Superior Court, 16 Cal. App. 4th 1717 (1993) held that an attorney who...

Ulysses And Unlicensed Businesses

In the Cyclops chapter of James Joyce's Ulysses, the narrator explains to one Joe Hynes that he is now working as a debt collector, albeit without great success:

"An old plumber named [Michael E.] Geraghty.  I’m hanging on to his taw [whip](i) now...

real estate broker

DBO Issues Guidance To Banks And Credit Unions Serving Cannabis Related Businesses

In the early 1970s, I worked as a petroleum transfer engineer (aka service station attendant).  In those halcyon days, we actually pumped the gas for customers, washed their windows and offered to check the oil.  I remember one customer who was a...

Financial Institutions

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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