Lawyers are very fond of using the word "shall" in articles of incorporation, bylaws and agreements. Using "shall" instead of "will" seems to add a certain level of formality (or perhaps pretension). It may also be intended to convey the meaning...
Recent Posts
The fundamentals of corporate action can seem about as interesting as flossing. Yet, the failure to attend to either is likely to result in unpleasant consequences as one lawyer recently discovered in Winterton v. Humitech of No. Cal., LLC, 2011...
In this week's issue of Compliance Week, Tammy Whitehouse writes about the SEC's recent enforcement action against Koss Corporation and Michael J. Koss, its Chief Executive Officer and former Chief Financial Officer. According to the SEC's complaint...
In 1967, the California legislature enacted Penal Code § 632 as part of the "California Invasion of Privacy Act". The statute imposes liability on "Every person who, intentionally and without the consent of all parties to a confidential conversation...
Corporate lawyers are very familiar with the terms "common" and "preferred" in describing classes of corporate stock. The use of these terms is so habitual that many lawyers may be unaware that the California legislature has taken the time to define...
Anyone who is familiar with California knows that water is the key to its agricultural abundance and vast urban spaces. It should be no surprise then that the legislature has devoted significant attention to corporations dedicated to the delivery of...
At yesterday's meeting, the Investment Committee of the California Public Employees Retirement System (CalPERS) approved updates to its "Global Principles of Accountable Corporate Governance". Among other changes, the update includes a new Principle...
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