California Corporate & Securities Law

Section 310 of the California Corporations Code concerns two different types of contracts or transactions.  The first concerns a contract or other transaction between the corporation and one or more of its directors, or between the corporation and...

"The time is out of joint; O cursed spite!/That ever I was born to set it right!"*

The term "article" has an interesting etymology.  It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect...

The Commissioner of the Department of Financial Protection & Innovation is vested with broad statutory authority to issue orders directing the discontinuance of violations or that a person "desist and refrain" from specified conduct. Cal. Corp. Code...

While the California General Corporation Law contemplates that corporations will have bylaws but does not explicitly require that they do.  See Are Bylaws Required? In my experience, it is extremely rare to come across a corporation that has not...

I don't usually write about insurance coverage cases in part because I find policy language to be unabashedly fuliginous. However, an opinion issued yesterday by the California Court of Appeal warrants some attention because it deals with Covid-19...

Section 1624 of the California Civil Code specifies a number of agreements that are invalid unless they, or some "note or memorandum thereof", are in writing and signed by the party to be charged or the party's agent. One of the agreements specified...

According to Vergil, Jupiter granted imperium sine fine (rule without limit) to the yet to be birthed City of Rome .  Aeneid, Book 1, line 279. As far as I know, no divinity has made a similar bequest upon the State of California. Nonetheless, a bill...

Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section 152) for any corporate...

The California legislature is currently considering a bill, AB 2080 (Wood) that would, among other things, require notice to, and the written consent of, the Attorney General before entering into an agreement or transaction either: