California Corporate & Securities Law

The California General Corporation Law defines "foreign association" as a business organization organized as a trust under the laws of a foreign jurisdiction. Cal. Corp. Code § 170. For purposes of Chapter 21 of the GCL, a "foreign corporation"...

In October 1907, F. Augustus Heinze and Charles W. Morse tried, but failed, to corner the copper market, only to be out maneuvered by John Rockerfeller. Mr. Heinze was president of the National Commercial Bank of New York and the depositors began a...

I first wrote about the preclusive effect, if any, of a dismissal of a parallel derivative action some nine years ago when I wrote about Vice Chancellor J. Travis Laster's ruling in La. Mun. Police Emples. Ret. Sys. v. Pyott, 46 A.3d 313, (2012).  See

Professor Stephen Bainbridge recently addressed the question of whether a board of directors could delegate to the CEO the decision about when and whether to sell the company. Professor Bainbridge points out that the CEO is an agent of the...

May a California corporation issue shares that are convertible ex proprio motu into shares of any other class or series or any other of its securities? The answer is "yes" but only if that right is provided in the articles of incorporation and then...

Lynn Jokela at TheCorporateCounsel.net blog took note yesterday of recently updated guidance from the SEC's Division of Corporation Finance concerning the conduct of shareholder meetings in light of the Covid-19 pandemic. Among other things, the...

Today, the California Senate Environmental Quality Committee is scheduled to hear SB 260, aka the Climate Corporate Accountability Act.  This bill would require the California Air Resources Board to adopt regulations develop and adopt regulations...

Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs. The challenge then becomes how to resurrect...

State corporate laws are surprisingly sparse on the details of annual meetings. The California Corporations Code, for example, requires that a corporation hold an annual meeting for the election of directors but does not detail who can or cannot...