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Leaving California By Short-Form Merger Without Shareholder Approval Fugetaboutit!

California, like Delaware and other states, authorizes a short-form merger procedure.  Essentially, this involves a merger of a subsidiary into its parent or vice versa.  Under California's statute, the parent corporation must own all of the...

California Corporations Code

Fee Shifting Bill Dies While Nevada Legislature Continues To Mull Other Corporate Law Amendments

Last month, I noted the introduction of a bill, SB 304, in the Nevada legislature that would authorize fee shifting.  The bill, however, enjoyed only a brief moment in the legislative sun.  It never passed out of committee and recently died pursuant...

nevada corporation

The "Other" EDGAR

Did you know that some companies with securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 do not file their periodic reports and proxy materials on EDGAR?  Section 12(i) of the Exchange Act vests the Federal...

Financial Institutions

Court Rules Internal Affairs Doctrine Bars California Insider Trading Claim

California, unlike the federal government, has codified its prohibition on insider trading.  Corporations Code Section 25402 provides:

"It is unlawful for an issuer or any person who is an officer, director or controlling person of an issuer or any...

Corporate Securities Law

Court Concludes CUTSA Does Not Preempt Breach Of Fiduciary Duty Claim

The California Uniform Trade Secrets Act (CUTSA) provides various remedies for misappropriation of a trade secret (as defined).  The legislature, however, was "vexingly oblique" in prescribing the effect of CUTSA on common law claims, such as...

fiduciary duty

Court Holds No "Continuous Director" Status Required Under Nonprofit Law

The California Supreme Court has imposed a continuous ownership requirement for shareholder derivative suits under California Corporations Code Section 800.  Grosset v. Wenaas, 42 Cal. 4th 1100 (2008).  Thus, a shareholder must maintain continuous...

nonprofit corporation law

California Misses Target In Defining Fictitious Business Name

California's fictitious business name law is ostensibly intended to make available to the public the identities of persons doing business under the fictitious name.  In general, the law requires a local filing of a fictitious business name statement...

fictitious name

Despite Skepticism California's I-Bank Bill Moves Forward

Recently, I have written about Senator Ben Hueso's proposal to convert the California Infrastructure and Economic Development Bank (I-Bank) as a depository institution.  As a depository bank, the I-Bank would hold and lend taxpayer dollars. 

...

Financial Institutions

How Filing A Fictitious Business Name Statement Can Win A Lawsuit

In California, a corporation's fictitious business name is any name other than the corporate name stated in the articles of incorporation.  Cal. Bus. & Prof. Code § 17900(b)(3).  A corporation that regularly transacts business in California for...

fictitious name

Governor Appoints New Commissioner Of Business Oversight

Governor Gavin Newsom recently announced the appointment of Commissioner Jan Owen's successor at the Department of Business Oversight:

"Manuel Alvarez, 38, of Lafayette, has been appointed Commissioner of the California Department of Business...

Commissioner of Business Oversight

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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