Yesterday's post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares. I left for today the subject of rounding. Section 407 of the Corporations Code expressly permits rounding to the nearest whole...
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The California General Corporation Law explicitly authorizes a corporation to issue fractional shares. Cal. Corp. Code § 407. A corporation, however, is not required to do so. Id. In lieu of issuing fractions, a corporation may in connection with...
Last week, Broc Romanek's Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split. Today, I'll weigh in with a California perspective.
The State of California imposes its franchise tax on every corporation (other than a bank, financial corporation or exempt corporation) that is "doing business" in California. Cal. Rev. & Tax Code § 23151. This tax is imposed without regard to...
One of the essential elements of a contract is the consent of the parties. Cal. Civ. Code § 1550(2). When a party is a corporation, there is always a question of whether the person or persons signing the contract have the authority to do so on...
Last September, California Governor Jerry Brown signed into law SB 1234 (De León) which implements the California Secure Choice Retirement Savings Program. 2016 Cal. Stat. ch. 804. If you haven't heard of the program, California State Treasurer John...
When looking for exemptions from the qualification requirements of the California Corporate Securities Law of 1968, a good place to start is Chapter 1, Part 2, Division 1 of Title 4 of the Corporations Code. Cal. Corp. Code § 25100 et seq. If you...
Last week, the Securities and Exchange Commission announced yet another whistleblower award. According to the SEC, the award totals more than $5.5 million dollars. Tellingly, we don't, and won't, know the exact amount. The headline to the SEC's...
In yesterday's post, I covered some of the differences between the laundry lists of securities found in the California Corporate Securities Law of 1968 and the Securities Act of 1933. Both lists seem to contemplate instruments that are written. But...
