California Corporate & Securities Law

Generally, a board of directors of a California corporation may not remove one of its members. Removal of a director is in most cases the province of the shareholders. Thus, Section 303 of the Corporations Code allows the shareholders to remove any...

Occasionally, I have devoted space to the topic of unincorporated associations.  See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First, Federal Court Allows Reverse Veil Piercing Of Unincorporated...

Two years after filing suit, the corporate defendant ("Old Monterey") in a lawsuit converts into an limited liability company ("New Monterey") pursuant to to the California Corporations Code. In the parlance of the Code, Old Monterey is a...

Although without a peradventure a general partnership requires at least two persons, is the same true of a California limited liability company? My answer is "no". In fact, Section 17704.01(a) of the California Corporations Code expressly...

Recently, Securities and Exchange Commission Chairman Jay Clayton released a public statement emphasizing that "all staff statements are nonbinding and create no enforceable legal rights or obligations of the Commission or other parties." The...

Last Friday's post concerned the status of the de facto merger doctrine in California.  The late Harold Marsh Jr. made the following observation about the de facto mergerdoctrine in his magnum opus:

Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation. Professor Bainbridge in...

• At least five persons are required to form this type of corporation.

Fish Marketing Association. Fish marketing associations are governed by the General Corporation Law except when in conflict with...

Over the years, I've made mental notes of some obscure California corporate law questions.  Can you identify the following types of corporations corporations?