California Corporate & Securities Law

Formerly, Nevada permitted members of boards of directors and board committees to participate in meetings by means of a telephone conference or similar methods of communication. Stockholders were likewise permitted to participate in stockholder...

Recently, Marc Lifsher wrote this story for the Los Angeles Times regarding California's new "Benefit Corporation Law". He reports that "Chief executives, led by Yvon Chouinard, the founder of Patagonia, a 56-year-old seller of outdoor apparel and...

While I haven't taken a formal poll, I'm sure that many California corporate attorneys have had the unfortunate experience of having a filing "bounced" by the California Secretary of State's office. Rejections are most often due to some technical...

Voters - The "Fourth Branch" of Government

Last February, I wrote about the California Transparency in Supply Chains Act of 2010. The law has now taken effect and I'm now seeing many companies making the disclosures required by the Act. For example, PVH Corp., which describes itself as "one...

California's first Commissioner of Corporations, Herschel L. Carnahan, took office in 1914, the same year that the office of the Commissioner of Corporations ceased to exist. This seeming contradiction is explained by the fact that the office...

New General Counsel

In this recent post, I wrote about California's definition of "common shares" in Corporations Code § 159. These are shares that have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment...

In 1988, California enacted a statute to provide a means for beneficial owners of stock to obtain information about the voting of their shares from the persons with the power to vote those shares. Cal. Stats. 1988, ch. 1360. Unfortunately, the...