Is The Chairman Of The Board A Corporate Officer?

One of the principal distinctions between corporate officers and directors is that officers have the authority of autonomous action as corporate agents while directors must act collectively.  As discussed in "Worlds In Collision – Agency Law And A...

Why Politicians Should Read The Corporations Code (Or At Least This Blog)

Last September, I wrote about California's unincorporated associations law.  In "Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First", I noted that Title 3 of the California Corporations Code addresses a...

One More Thing That LLCs Can't Do In California . . .

Recently, I wrote about what happens when an incorporator dies. This will be an issue, of course, only when the incorporator is a natural person. Thus, the problem of the dead incorporator can be avoided entirely by having a non-natural person, such...

Foreclosing On Pledged Securities

The California Corporate Securities Law requires that offers and sales of securities in any "nonissuer transaction" be qualified unless exempt or not subject to qualification. Cal. Corp. Code § 25130. This is an important first principle to keep in...

The Problem Of The Deceased Incorporator (Part II) And A Greek Remark

Yesterday, I wrote about the unfortunate situation of an incorporator dying before the articles of incorporation are filed.  In response, at least two people asked about a different situation.  What do you do when the incorporator dies after the...

What Happens When The Incorporator Dies?

One or more natural persons may form a corporation under the California General Corporation Law "by executing and filing articles of incorporation". Cal. Corp. Code § 200(a). A corporation's existence begins upon the second of these acts - the...

For Foreign Corporations Doing Business In Nevada, It's Publish Or Perish

I like newspapers, especially the hard copy versions.  I subscribe to three and usually buy a fourth during the course of the day. 

How Nevada Surpasses Delaware In Limiting The Liability Of Directors And Officers

It is hard to believe that it has been more than a quarter century since the Delaware Supreme Court dropped the bombshell of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985). Suddenly, incorporation in Delaware no longer looked like a good idea (at...

The Latin Lawyer - How To Write Like Cicero!

Our legal vocabulary is overladen with Latin words and phrases.  Often, I find that they are misspelled.  Today's blog is devoted to some of the more common errors that I've noticed over the years.