Recently, I gave a brief presentation concerning various provisions of the California General Corporation Law that could apply to corporations incorporated outside of California.  I emphasized that the CGCL defines the terms "corporation", "domestic corporation", "foreign corporation" and "foreign association" and that it is important to pay attention to these definitions when reading the CGCL.

The CGCL is not entirely consistent.  For example, Section 162 defines a "corporation" to mean corporations organized under the CGCL and certain other corporations organized under the laws of California.  "Corporations" as defined are a subset of the broader category of "domestic corporations", which Section 167 defines as corporations organized under the law of California.  The definition of "foreign corporation" in Section 171 begins by stating that the term means "any corporation other than a domestic corporation".  However, corporations are by definition included with the the larger category of domestic corporations.  Thus, the definition posits an impossibility: a corporation organized under California law that isn't a domestic corporation.  Leaving that problem aside, the definition further seems to be saying that a foreign corporation is a corporation organized under the CGCL!  The only way to make sense of this mess is to interpret the use of "corporation" in Section 171 as not referring to the term as defined in Section 162.

Supreme Court Pearls

As a follow up to yesterday's post, the statement regarding divorce can be found in California Court of Appeal Justice William Bedsworth's opinion in Laborde v. Aronson,  92 Cal. App. 4th 459 (2001).  The statement regarding tailoring can be found in Justice Sandra Day O'Connor's dissent in Bd. of Educ. v. Earls, 536 U.S. 822, 852 (U.S. 2002).  The statement regarding raisins was made in Chief Justice John Roberts in Horne v. Dep't of Agric., 192 L. Ed. 2d 388 (U.S. 2015).