California Corporate & Securities Law

Brett Kissel's mic died when he began to sing the national anthem at a 2017 Ducks/Oilers game in Edmonton.  The local fans, however, pitched in and loudly finished the U.S. national anthem. It seems that Canadians have concluded that their burning of...

"Adjourn" is derived from the Latin words "ad" and "diurnus", meaning "to" and "daily" (a diurnal flower opens only during the day). The word came into the English language through Old French "ajorner" ("soup du jour" is the soup of the day). Based...

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...