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Close Corporation Or Simply A Closely Held Corporation?

A corporation may have a single shareholder or tens of thousands of shareholders.  The former is often referred to as a "closely held corporation".  The California Corporations Code does not use or define the term "closely held corporation" although...

Corporate Governance, General Corporation Law

California and Nevada Secretaries of State Shut Down Counter Service

In response to the Covid-19 pandemic, the Secretaries of State for California and Nevada have announced shut-down of their counter filing services. 

California Secretary of State Alex Padilla has closed counter service in Sacramento but is keeping...

Dubiety Clouds Gubernatorial Order Allowing Virtual-Only Shareholder Meetings

On Monday, Governor Newsom issued an executive order pursuant to California's Emergency Services Act, Government Code Sections 8567 & 8571.  The order is intended to provide tax, regulatory and licensing extensions for businesses.  The order also...

Corporate Governance

Alien Attorneys In the Boardroom

In yesterday's post, I wrote that admittance of non-directors to the corporate board meetings should rest within the discretion of the board as a whole.  If a board should decide to allow directors to bring personal lawyer to a meeting, these alien...

Corporate Governance

Can Directors Bring Their Personal Advisors To Board Meetings?

A corporate board meeting is fundamentally an opportunity for directors to consider, discuss and make decisions.  Some (most notably Delaware Vice Chancellor J. Travis Laster) have argued that a director's obligations as a fiduciary supports the...

Corporate Governance

9th Circuit Holds Insurer May Defend Suspended Corporation

An insurer of a suspended corporation has an incentive to defend the corporation because it may be liable to a judgment creditor that obtains a default judgment against the insured suspended corporate. See Cal. Ins. Code § 11580(b)(2).  However, can...

California Corporations Code

DBO Urges Securities/Franchise Filers To Use DocQNet

In the plethora of notifications concerning the Covid-19 (coronavirus) issued various government agencies, this one from the California Department of Business Oversight could easily be overlooked.  The gist of the DBO's message is for securities and...

Department of Business Oversight

Update on Virtual Meetings of Stockholders of Nevada Corporations

Four years ago, I wrote about whether it is possible for a Nevada corporation to hold a virtual only meeting of shareholders.  After explaining the various legislative changes over the years, I concluded:

"The result is that no special provision...

DBO Says It "Will Not Criticize" Banks And Credit Unions For Holding Virtual Meetings

In response to Covid-19 (Coronavirus) emergency, the California Department of Business Oversight has issued guidance to banks and credit unions and to escrow agents, finance lenders and services, student loan servicers, residential mortgage lenders...

Financial Code, California Corporations Code, Corporate Governance

When Is An Emergency An Emergency For Purposes of Emergency Bylaws?

Last week, I wrote about legislation enacted in 2013 allowing the bylaws to contain "any provision, not in conflict with the articles, to manage and conduct the ordinary business affairs of the corporation effective only in an emergency as defined...

California Corporations Code

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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