Last September, I wrote about California's unincorporated associations law. In "Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First", I noted that Title 3 of the California Corporations Code addresses a...
Recent Posts
Recently, I wrote about what happens when an incorporator dies. This will be an issue, of course, only when the incorporator is a natural person. Thus, the problem of the dead incorporator can be avoided entirely by having a non-natural person, such...
The California Corporate Securities Law requires that offers and sales of securities in any "nonissuer transaction" be qualified unless exempt or not subject to qualification. Cal. Corp. Code § 25130. This is an important first principle to keep in...
Yesterday, I wrote about the unfortunate situation of an incorporator dying before the articles of incorporation are filed. In response, at least two people asked about a different situation. What do you do when the incorporator dies after the...
One or more natural persons may form a corporation under the California General Corporation Law "by executing and filing articles of incorporation". Cal. Corp. Code § 200(a). A corporation's existence begins upon the second of these acts - the...
I like newspapers, especially the hard copy versions. I subscribe to three and usually buy a fourth during the course of the day.
It is hard to believe that it has been more than a quarter century since the Delaware Supreme Court dropped the bombshell of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985). Suddenly, incorporation in Delaware no longer looked like a good idea (at...
Our legal vocabulary is overladen with Latin words and phrases. Often, I find that they are misspelled. Today's blog is devoted to some of the more common errors that I've noticed over the years.
Notes on the Facebook fairness hearing
