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The General Corporation Law's "25th Amendment"

Generally, a board of directors of a California corporation may not remove one of its members.  Removal of a director is in most cases the province of the shareholders.  Thus, Section 303 of the Corporations Code allows the shareholders to remove...

California Corporations Code

California And Joint Stock Associations

Occasionally, I have devoted space to the topic of unincorporated associations.  See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions FirstFederal Court Allows Reverse Veil Piercing Of Unincorporated...

California Corporations Code

Court Holds "Converted Entity" Is Not "Effectively" The Same Entity

Two years after filing suit, the corporate defendant ("Old Monterey") in a lawsuit converts into an limited liability company ("New Monterey") pursuant to to the California Corporations Code. In the parlance of the Code, Old Monterey is a...

Must An LLC Have At Least Two Members?

Although without a peradventure a general partnership requires at least two persons, is the same true of a California limited liability company?  My answer is "no".  In fact, Section 17704.01(a) of the California Corporations Code expressly...

Staff Guidance - What Would California Do?

Recently, Securities and Exchange Commission Chairman Jay Clayton released a public statement emphasizing that "all staff statements are nonbinding and create no enforceable legal rights or obligations of the Commission or other parties."  The...

Administrative Procedure Act

Why Is There No "De Facto Asset Sale" Doctrine?

Last Friday's post concerned the status of the de facto merger doctrine in California.  The late Harold Marsh Jr. made the following observation about the de facto merger doctrine in his magnum opus:

"It is of course possible to label any sale of...

Corporations Code

Does California Recognize The De Facto Merger Doctrine Outside The Successor Liability Context?

Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation.  Professor Bainbridge...

California Corporations Code

The Answers . . .

The answers to yesterday's trivia questions are:
  • At least five persons are required to form this type of corporation.
Fish Marketing Association.  Fish marketing associations are governed by the General Corporation Law except when in conflict with...

Test Your Knowledge Of California Corporate Law!

Over the years, I've made mental notes of some obscure California corporate law questions.  Can you identify the following types of corporations corporations?

  • At least five persons are required to form this type of corporation.  
  • Within six months...

California Sui Generis

Governor Green Lights Bill Authorizing Immortal Ex Officio Directors

California's Nonprofit Corporation Law embraces several different types of nonprofit corporations.  Part 1 of the Nonprofit Corporation Law includes provisions that are applicable to three categories of nonprofit corporations -  public benefit,...

nonprofit corporation law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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