California Corporate & Securities Law

The State of California doesn't like persons who commit securities fraud. Persons who mislead others by means of a written or oral misstatement of a material fact or omission of a material fact can be held liable for rescission or damages. Cal....

A colleague recently asked me why some Bylaws refer to both the California Corporations Code and the California General Corporation Law. The simple answer is that these aren't the same thing. The General Corporation Law is a part of the Corporations...

If a corporation has four directors and two shareholders, one owning 60 shares and the other owning 40 shares, it seems obvious that the majority shareholder should be able to elect a majority of the board of directors. Actually, the obvious answer...

While not prohibited by the General Corporation Law, a board comprised of an even number of directors suffers from one potential disability.  It can become deadlocked.  When that unfortunate situation arises, there are options.

The California General Corporation Law uses, but does not define, the term "promoter". For example, a promoter can be criminally prosecuted. Corporations Code Section 2251 provides that any promoter "who knowingly and willfully issues or consents to...

Recently, UCLA Law School Professor Stephen Bainbridge took notice of Section 6.22(b) of the Model Business Corporation Act and asked what might lead a corporation to waive the limited liability of shareholders in its articles of incorporation. That...

It's Good Work, If You Can Get It

Corporations may have free speech rights (Citizens United v. FEC, 558 U.S. 310 (U.S. 2010)) but they can't talk. Thus, any deposition testimony must come from the mouths of people who are the agents, employees and directors of the corporation. These...

Hesiod's Theogony tells the story of the birth of the Greek gods. The first gods were not the Olympians, but the Titans (who were in turn the children of Heaven (Oὐρανόσ) and Earth (Γαῖα)). Cronos, the leader of the Titans, feared that his children...