California Corporate & Securities Law

In 2014, the Securities and Exchange Commission announced that all comment letters would request that the issuer include the so-called "Tandy Letter".  Thus, all staff comment letters include a request for a written statement in haec verba:

Some activists are continuing to submit stockholder proposals seeking the implementation of "simple majority voting".  For example,  Morgan Stanley's 2016 proxy statement includes the following proposal from Newground Social Investment, SPC:

When paying a dividend to shareholders, California corporations are subject to Chapter 5 of the California Corporations Code. Corporations incorporated in Delaware and other states may also be subject to Chapter 5 if they meet the conditions of...

Muttering About Mottoes

Recently, I've written about the "absolute" right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600. Readers at, or representing, foreign corporations may have skipped these posts as inapposite to...

Nearly four years ago, I wrote about a Nevada Supreme Court decision holding that Nevada courts can exercise personal jurisdiction over nonresident officers and directors who directly harm the corporation.  Consipio Holding, BV v. Carlberg, 282 P.3d...

Yesterday's post discussed California's "absolute" right of shareholders to inspect the shareholder list established by Section 1600 of the California Corporations Code.  Some additional points are briefly worth noting:

Section 1600(a) of the California General Corporation Law establishes the "absolute right" of a shareholder or shareholders to inspect the shareholder list.  To be eligible to exercise this right, the shareholder or shareholders must hold at least:

Tomorrow will be the anniversary of William Shakespeare's birth in 1564. He died on the same date in 1616, making this the 400th anniversary of his death. Actually, the exact date of his birth is unknown, but it is traditionally given as the same...