California Corporate & Securities Law

Shares that otherwise meet California's definition of "dissenting shares" are not dissenting shares if immediately before the reorganization or short-form merger, they are listed on any national securities exchange certified by the Commissioner of...

Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing. In California, it has long been held that the parties may agree that the...

Chapter 5 of the California General Corporation Law limits when a California corporation may make a distribution to its shareholders. Because Section 166 of the Corporations Code defines "distribution to its shareholders" so as to include a share...

Earlier this month, a Texas non-profit membership association filed a complaint in the United States District Court for the Central District (Western Division) of California, Alliance For Fair Board Recruitment v. Weber, Case No....

The California Secretary of State suspends or forfeits an entity for failure to file the required Statement of Information, and in the case of a domestic corporation that is an association formed to manage a common interest development, the required 

You will find numerous references to classes of shares in the California General Corporation Law.  See, e.g., Cal. Corp. Code § 203 (Except as specified in the articles or in any shareholders' agreement, no distinction shall exist between classes or...

Yesterday's post discussed the Court of Appeal's holding in Ramirez v. Gilead Sciences, Inc., 2021 Cal. App. LEXIS 558, that a beneficial owner has no right to inspect corporate records under California Corporations Code Section 1601. The petitioner...

Corporations Code Section 1601(a) unambiguously bestows on shareholders the right to inspect the accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any foreign corporation keeping...

The United States of America was the first country to recognize Israel as a state in 1948, and the first to recognize Jerusalem as the capital of Israel in 2017.  The World Factbook published by the Central Intelligence Agency describes Israel as...