California Corporate & Securities Law

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may only fill a vacancy created...

Today I am revisiting a question that I posed more than six years ago: What happens when the incorporator dies?  More specifically, what happens when the incorporator dies and the corporation's initial directors are not named in the articles?

Section 403 of the California Corporations Code provides authority for a California corporation to issue convertible shares when so provided in the articles of incorporation. In general, conversion may be upon the "happening of one or more specified...

One of the first bills introduced in the current California legislative biennium proposes to enact a Cannabis Limited Charter Banking and Credit Union Law.  Authored by Senator Robert M. Hertzberg, SB 51 is an attempt to address the fact that cannabis

Last week, three ISS staffers, Mikayla Kuhns, Rudy Kwack and Kosmas Papadopoulos, published their conclusions regarding the impact of California's new gender quota law.  Among other things, they found:

Section 317 of the California Corporations Code authorizes a California corporation to indemnify its agents (as defined) under certain circumstances. The statute deals separately with third party claims (Subdivision (b)) and claims brought by or in...

SB 826 (Jackson) is reputably the first state law requiring publicly held corporations to have a minimum number of female directors. It is generally assumed that the law applies only to those publicly held domestic and foreign corporations having...

In June 2017, the California Secretary of State announced the debut of Bizfile, an online portal to help businesses file, search, and order business records quickly and conveniently from one webpage.  Over the last year, the Secretary of State's...

California's former corporations law required that the articles of incorporation include the county in California "where the principal office for the transaction of the business of the corporation is located". The drafters of the current law...