California Corporate & Securities Law

Section 307(a)(1) of the California Corporations Code is quite specific in identifying who is empowered to call meetings of a corporation's board of directors: the chairperson of the board, the president, any vice president, the secretary, or any...

"Good idea the Latin.  Stupifies them first."

Section 204 of the California Corporations Code lists a number of possible provisions that may be included in the articles and "which shall not be effective unless expressly provided in the articles". Included in this list of permissible provisions...

On Monday, I wrote about Berg & Berg Enterprises, LLC v. Boyle, 178 Cal. App. 4th 1020, 100 Cal. Rptr. 3d 875 (2009).  The Court of Appeal in Berg adopted the trust fund doctrine, holding that upon the actual insolvency of the corporations,...

Nissan Is Both A Car Maker And A Month

Section 208 of the California Corporations Code makes it difficult for a California corporation to wriggle out of contracts or conveyances made in the corporation's name. Under the statute, a contract or conveyance will bind the corporation (and the...

A week ago today, Kevin LaCroix wrote about the potential liability of directors of financially stressed companies.  Kevin's piece focused on Delaware law and makes no mention of the state of the law here in California.

A corporation may have a single shareholder or tens of thousands of shareholders. The former is often referred to as a "closely held corporation". The California Corporations Code does not use or define the term "closely held corporation" although...

In response to the Covid-19 pandemic, the Secretaries of State for California and Nevada have announced shut-down of their counter filing services.