Governor's Reorganization Plan Strips DOC Of Enforcement Authority

The Governor's reorganization plan provides for the demotion of the Departments of Corporations and Financial Institutions to the status of divisions within a newly created Department of Business Oversight.  As I discussed in post, the plan is likely...

Business Entity Search Now Available On Your iPhone And iPad

I'm not a big app user on my phone, but there are a few that I like and use. One is Lexiphanes which provides access to the Liddell-Scott-Jones Greek-English Dictionary (1924) and Autenrieth's (1889) Homeric Lexicon. There is some humor in this...

Court Declares Bank Trash Talk Statute Facially Unconstitutional

In my October 2010 post "Don't Talk Trash About A California Bank", I discussed Financial Code Section 756 (subsequently reenacted verbatim as Section 1327). That statute generally criminalizes spreading false rumors about a bank. In my post, I...

No Right To Jury Trial: Appellate Court Upholds Binding Mediation Agreement

The California Constitution (Art. I, § 16) guarantees an "inviolate" right to a "trial by jury".  In a civil case, the right to a jury may be waived by "the consent of the parties expressed as prescribed by statute".  Id. The California legislature...

Why No "F" Notice May Be Required When Forming A Subsidiary

Corporations form subsidiaries for a variety of purposes. For example, a corporation may form a subsidiary to acquire or hold specific assets or to engage in a merger or other transaction. The sale of shares to the parent is a sale of securities...

Reasonable Efforts May Be A Promisor's Best Efforts

Contracts often include clauses requiring the parties to exercise their "best efforts" but don't say what exactly this means.  For example, a merger agreement may require parties to use their best efforts to secure all necessary regulatory approvals.

When A Majority Vote Of The Required Quorum Isn't Sufficient

Corporations Code Section 307(a)(8) sets forth the general voting rule applicable to actions by directors. It provides that the decision made by a majority of directors present at a duly held meeting at which a quorum is present is the act of the...

California Court Distinguishes Delaware's VantagePoint Opinion

Typically, corporate bylaws provide that officers serve at the pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors. This right of removal is consonant with the notion that an...

Little Hoover Commission Votes To Approve Governor's Reorganization Plan

Yesterday morning, the Little Hoover Commission voted to approve the Governor's Reorganization Plan, subject to the members appointed by the Speaker of the Assembly (Mark Vargas) and the Senate Rules Committee (Jonathan Shapiro) reaching agreement...