California Corporate & Securities Law

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...

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

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...

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...

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...

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...

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...

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:

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...