California Corporate & Securities Law

Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation. Subdivision (c) of that statute provides that a consent may be revoked...

Yesterday's discussion of an amicus brief filed by 17 law professors in a case challenging SB 826, California's female director quota mandate, reminded me of a related question that I raised a few years ago:

Earlier this year, the trial of one of the challenges to SB 826, California's female director quota law, concluded but Los Angeles Superior Court Judge Maureen Duffy-Lewis has yet to release her decision.  Crest v. Weber, Cal. Super. Ct. Case No....

Over a decade ago, I posited the following question:  "Should a proxy card specify a choice of law?" In a recently issued ruling, Vice Chancellor J. Travis Laster noted in the following lengthy footnote that choice of law can be an important issue...

On Wednesday, President Biden announced that he has nominated Mark Uyeda to serve as a member of the Securities and Exchange Commission. Mark's work history as an attorney at the SEC should equip him well to serve as a Commissioner. He previously...

A recent Alaska Supreme Court decisions addresses, but does not decide, the question of whether a corporation may punish a director by withholding corporate information.  In Borer v. Eyak Corp., 2022 Alas. LEXIS 37, a winning candidate for a seat on...

California's Nonprofit Corporation Law consists of three separate laws - the Nonprofit Public Benefit Corporation Law, the Mutual Benefit Corporation Law, and the Religious Corporation Law. Each of these laws authorizes a corporation to admit...

When I reported last Friday that Los Angeles Superior Court Judge Terry Green had ruled in favor of the plaintiffs in their challenge to California's board quota law, AB 979, all I had was a brief minute order from the court.  Crest v. Padilla, LA...

Often a club or other will begin informally without formal incorporation. In California, such an unincorporated club or group, whether organized for profit or not, is classified as an "unincorporated association" and it will be governed by...