California Corporate & Securities Law

Chapter 22 of the California General Corporation Law is devoted to crimes and penalties. Some of these crimes are surprising. Section 2252, for example, imposes criminal liability on every person who "signs to any subscription or agreement the name...

John Jenkins yesterday wrote about the New York City Controller's initiative asking boards of directors to adopt a policy "requiring that the initial lists of candidates from which new management-supported director nominees and chief executive...

Yesterday, I wrote that the California General Corporation Law defines "foreign corporation" to include, for some but not all purposes, business associations organized as trusts under the laws of a foreign jurisdiction. Cal. Corp. Code §§ 170 & 171....

Delaware has enacted a business trust law that governs both domestic and foreign trusts.  12 Del. Code § 3801 et seq.  California has no similar law but it does purport to impose certain provisions of its General Corporation Law on business trusts. 

Yesterday's post parsed the definition of "subsidiary" in Corporations Code Section 189. Because a subsidiary must be a corporation as defined in Section 162, a subsidiary cannot be a foreign corporation, as defined in Section 171. The legislature...

The California General Corporation Law defines a "subsidiary" of a specified corporation to be a "corporation shares of which possessing more than 50% of the voting power are owned directly or indirectly through one or more subsidiaries by the...

Chancellor William T. Allen famously observed that a derivative claim based on a board's failure of oversight "is possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment." In re Caremark...

An attorney who represents a corporation does not inevitably become the attorney for the corporation's stockholders.  However, the Court of Appeal in Responsible Citizens v. Superior Court, 16 Cal. App. 4th 1717 (1993) held that an attorney who...

In the Cyclops chapter of James Joyce's Ulysses, the narrator explains to one Joe Hynes that he is now working as a debt collector, albeit without great success: