Court Of Appeal Holds Governor Can Make Laws In An Emergency

The passage of the Lex Titia in 43 B.C.E. effectively legalized the end of the Roman Republic.  The law was passed in the crisis arising from the assassination the year before of Gaius Julius Caesar.  The Lex Titia bestowed on three men (the ...

California Banks And Limitations On Distributions To Shareholders

Chapter 5 of the California Corporations Code imposes specific limitations on distributions to shareholders.  Because California chartered banks are formed under the California General Corporation Law, one would expect that Chapter 5 applies to...

Committee Authority To Authorize Share Repurchases

Section 311 of the California Corporations Code authorizes the creation of one or more committees.  Unlike Delaware, a committee of the board must have two or more members.  The board of directors may vest all of the authority of the board in a...

May The Board Cancel A Declared Dividend?

A dividend involves three steps.  First, the dividend is declared by the board of directors, second a record date is determined by the board (or by corporate law), and lastly the dividend is paid.  Occasionally, the question arises whether a board...

Is Self-Identification Solely A Question Of Belief?

California's statutes requiring that publicly held corporations have a minimum number of female directors and directors from "underrepresented communities" rely upon the individual's self identification.  Cal. Corp. Code §§ 301.3(f)(1) &...

Will California Authorize Remote On-line Notarization?

One of the many inconveniences imposed by the Covid-19 pandemic has been the difficulty in obtaining notarization of documents.  Yesterday, Secretary of State Dr. Shirley N. Weber held a Zoom hearing to discuss whether remote notarization should be...

Can You Name The DFPI's Small Business Liaison?

In 2006, the California legislature reestablished the requirement that certain state agencies designate a small business liaison.  Cal. Gov't Code § 11148.5 added by Cal. Stats.  2006, Ch. 234.   A state agency is subject to this requirement if...

List Of Foreign Margin Stocks - Been A Long Time Gone

California's Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification.  Cal. Corp. Code § 25130.  Transaction...

California's Myopic Definition Of "Subsidiary"

Section 189 of the California General Corporation Law defines "subsidiary" as follows:

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