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The Theological Roots Of Advice And Consent

The United States Constitution vests the executive power of the federal government in the president, but his or her power is not entirely autonomous.  Notably, Article II, Section 2 endows the president with the power to make treaties with the...

Legislation

What To Do When A Director Goes Missing

I haven't actually encountered a case in which a corporation simply can't find a member of its board of directors.  If such a situation should arise, however, the California General Corporation Law has an answer in Section 2003.  That statute...

California Corporations Code

A House Divided Without Provision For A Provisional Director?

This week, I have been writing about Section 308 of the California Corporations Code.  Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a corporation are deadlocked...

California Corporations Code

Provisional Directors And The Third Degree

Monday's post concerned the appointment of one or more provisional directors pursuant to California Corporations Code Section 308.  The statute requires that a provisional director be an "impartial person".  In addition, the appointee must not be...

California Corporations Code

Stare Decisis Strikes Out At The Supreme Court

Readers of this blog may remember the case of Gilbert Hyatt versus the California Franchise Tax Board.  The litigation arose from the FTB's outrageous conduct in auditing Mr. Hyatt after he claimed to have moved to Nevada.  See Nevada Supreme Court...

Constitution

Deadlocks And The Provisional Director

Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances.  Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed are very different.

...

California Corporations Code

Professor Bainbridge Asks "If Corporations Are Not People, What Are They?"

Professor Stephen Bainbridge asks "If corporations are not people, then what are they?"  Although I hesitate to cavil over diction, I do think the question is more properly framed "If corporations are not persons, then what are they?" 

The word...

California Corporations Code

How Close A Relation Is Section 25110  To Section 12(a)?

Section 12(a) of the Securities Act of 1933 covers two types of civil liability.  Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of securities.  Section...

Corporate Securities Law

Friendship Formed In Middle School Yields Duty of Trust And Confidence

In U.S. v. O'Hagan, 521 U.S. 642 (1997), the United States Supreme Court held that that a person who misappropriates material nonpublic information from the source of the information may be guilty of insider trading even though he or she did not owe...

Insider Trading

In California Not Every Beneficial Interest In A Trust Is A Security

California's statutory definition of "security" lists by name two types of trust certificates - collateral trust certificates and voting trust certificates.  Cal. Corp. Code § 25109.  Both of these certificates are also found in the definition of...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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