When It Comes To Service Not Every Domestic Corporation Is A Corporation

Yesterday's post mentioned mentioned Chapter 17 of the California General Corporation Law which governs service of process in addition to the provisions of the California Code of Civil Procedure. Corporations Code Section 1700 states that process...

Form Unknown? There's A Statute For That

The California Code of Civil Procedure sets forth the general rules governing the service of summons. Cal. Code Civ. Proc. §§ 415.10 - 415.95. Chapter 17 of the General Corporation Law adds to these provisions. In some cases, the form of the...

Are Reverse Stock Splits Subject To Qualification In California?

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits. In light of John's post, I thought a brief refresher on California's treatment of reverse stock splits...

California Securities Claims Can Transend Even Death

As has been discussed in previous posts, Part 5 of the Corporation Securities Law of 1968 establishes violations and Part 6 prescribes remedies. For example, Corporations Code Section 25401 in Part 5 provides, in part, that it is unlawful for any...

Shoppers May Soon Be Required To Notify The Attorney General Before Buying A Loaf Of Bread Or Can Of Peas!

Last May, I wrote with some incredulity about AB 853 (Maienschein) which is ostensibly directed at mergers and acquisitions of grocery and drug stores.  The bill, however, appears to be progressing toward enactment.   As a reminder, the bill provides:

A Little Big Change For Articles Of Organization Of California LLCs

In 2022, the California legislature amended several provisions of the California Revised Uniform Limited Liability Company Act, including Section 17702.01 which lists what must be included in the articles of organization of a California limited...

California Amends Corporations Code To Authorize Audio Option For Shareholder/Member Meetings

Historically, a meeting necessarily meant a physical encounter.  Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence of shareholders or their...

Nonsensical Bill Requiring Founding Team Diversity Reports Advances

In April, I reported on SB 54 (Skinner), a bill that would have required institutional Investors, securities and real estate brokers, and others to report on the diversity status of "founding teams".  At the time, I criticized the bill as being "so...

SEC Adopts Meaningless And Ambiguous "Reasonably Likely" Standard In New Cybersecurity Incident Disclosure Rules

The Securities and Exchange Commission yesterday adopted new rules requiring registrants to disclose on Form 8-K any cybersecurity incident which they determine to be material. The new Item 1.05 of Form 8-K requires description of the material...