California Corporate & Securities Law

Suppose that a corporation decides to sell all of its assets. Do all assets include the attorney-client privilege? In considering this question, I think it is useful to distinguish between the documents or other media that contain the privileged...

Nevada Secretary of State Ross Miller has been a tireless promoter of Nevada's private corporation law.  Over a year ago, he announced an on-line business entity search tool for iPhone, iPad and iPod Touch users.  See Business Entity Search Now...

Do corporations make a profit?  I think it is beyond peradventure that some corporations make a profit.  But do most (i.e., more than half) make a profit?  If more than half do make a profit, how many more than half?

Last week, I wrote about how a shareholder who owns 60% of the voting power could find herself in a deadlock situation under cumulative voting. A former colleague on the Corporations Committee of the Business Law Section of the California State Bar,...

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...