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Court Finds This Triptych Sufficient To Establish A Director's Breach Of Fiduciary Duty

Yesterday's post discussed one aspect of the Court of Appeal's holding in Coley v. Eskaton, 2020 Cal. App. LEXIS 629.  The case involved a homeowner's lawsuit against two directors of the homeowner's association and their employers.  Among other...

nonprofit corporations, nonprofit corporation law, Corporate Governance

Director Found To Have Breached His Fiduciary Duty By Sharing Corporation's Privileged Information With His Personal Attorney

A homeowner in a common interest development sued the homeowner association and two of its directors and the directors employers.  The directors were employed by two related companies engaged in the development and support of common interest...

nonprofit corporations, nonprofit corporation law, nonprofit mutual benefit, Corporate Governance

Court Rules Rights To Timeshare Vacation Points Are Not Securities

Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 define the term "security" by providing long and varied lists of financial instruments and contractual relationships.  Neither law mentions timeshare vacation points

Corporate Securities Law

California's Corporation Code, You'll Find No Epidemics Or Pandemics There

Protasis

Yesterday's post discussed the difference between an epidemic and a pandemic.  California's General Corporation law includes a detailed definition of an "emergency" that does not employ either term.  Cal. Corp. Code § 207(i)(5).  

Epitasis

General Corporation Law

Can A Pandemic Be Sufficient Cause To Declare A "State Of Emergency"?

On March 4, 2020, Governor Newsom proclaimed a "state of emergency" pursuant to California's Emergency Services Act.  His proclamation reflected his finding that "conditions of Government Code section 8558(b), relating to the declaration of a State...

emergency services act

Happy Fourth!

This monument is at the site of the Old North Bridge in Concord, Massachusetts.  Ralph Waldo Emerson, who lived just down the road, immortalized the battle in his Concord Hymn:

By the rude bridge that arched the flood,Their flag to April’s breeze...

Fourth of July

Bill Would Impose Minimum Number Of "Directors From An Underrepresented Community"

In 2018, the California legislature enacted SB 826 (Jackson) which imposed gender quotas on corporate boards of directors of "publicly held corporations".  See California Enacts Novel Female Board Quota Legislation.  The constitutionality of that...

Corporate Governance

Are Shares Of A Corporation Owned By A Subsidiary Entitled To Vote?

Are shares of a corporation owned by its subsidiary entitled to vote?  The answer depends, in part, on what constitutes a subsidiary.  California Corporations Code Section 703(b) provides a succinct answer: "Shares of a corporation owned by its...

Corporate Governance

Must The Board Approve All Corporate Giving?

When a corporation makes a gift, it is handing out money that belongs to the shareholders.  Therefore, it should come as no surprise that shareholders may sometimes object to corporate largess at their expense.  In this posting from six years ago, I...

Corporate Governance

This Blue Sky Law May Cast A Shadow On Promissory Note Amendments

The California Corporate Securities law requires qualification of three categories of transactions: issuer, recapitalization/reorganization transaction, and nonissuer.  Cal. Corp. Code §§ 25110, 25120 & 25130.  The second category includes "any...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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