California Corporate & Securities Law

A signature block in a contract seems like a small thing, but sometimes it can lead to litigation. When an officer signs a contract, is he signing solely as agent for the corporation or might he also be signing in his individual capacity? In 1993,...

In this prior post, I compared the differing limitations on committee authority under California and Delaware law. Today's post focuses on differences in committee composition among California, Delaware and Nevada. These are summarized in the chart...

If someone send an email stating that they hope that they might whistle-blow on you, have you been libeled? Los Angeles County Superior Court Judge Terry A. Green thought so, reasoning that "People don't whistle-blow fun, nice things that are...

"Mandamus" is the first person plural present indicative active form of the Latin word meaning to command.  It is most likely the result of combining the Latin word for "hand", manus, with the Latin word "to give", do.  Some readers may be familiar...

Section 400 of the California Corporations Code establishes the following ground rules with respect to the voting rights of shares:

Recently, UCLA Law School Professor Stephen Bainbridge wrote about his allegiance to writing "decision making" as two words.  In support, he cites the Chicago Manual of Style.  I think that the Manual actually makes a distinction based on usage. When...

Visitors to the Securities and Exchange Commission's website will find a pull-down menu entitled "Regulation". One of the items on that menu has the oxymoronic title of "Interim Final Temporary Rules". How can a rule be both interim (meaning...

Readers will know that I'm no fan of California's Revised Uniform Limited Liability Company Act (aka CARULLCA). As originally enacted, the law was rife with technical errors. As the legislature continues to tinker with the CARULLCA, it creates even...

Yesterday's post concerned when a corporation's rescission of the issuance of shares does not constitute a "distribution to its shareholders" as defined in Section 166 of the California Corporations Code. I noted that one of the three conditions is...