In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law. As with most generalizations, however, there are exceptions. For example, Section 702(a) of the...
When May Shares Be Voted Without A Proxy Or Without Transfer Into The Holder's Name?
Posted on September 20, 2023
Do Corporate Boards Necessarily Breach Their Fiduciary Duties When They Approve Illegal Conduct?
Posted on September 19, 2023
In a recent blog post on the Business Law Prof Blog, Tulane Law professor Ann M. Lipton opined:
Are Disparate Voting Rights Based On The Identity Of Holders Permitted?
Posted on September 18, 2023
John Jenkins at DealerLawyers.com writes today about a decision by Vice Chancellor J. Travis Laster concluding that disparate voting rights based on the identity of the holders is permitted by the Delaware General Corporation Law. Colon v. Bumble,...
Will California's New Statute Invalidating Non-Compete Agreements Be Subject To Constitutional Challenge?
Posted on September 15, 2023
Article I, Section 10 of the United States Constitution prohibits a state from passing any law impairing the obligation of contracts. A similar prohibition is found in Article 1, Section 9 of the California Constitution. This prohibition extends to...
DFPI Posts Annual B-D/IA Report To The Legislature
Posted on September 13, 2023
The California Department of Financial Protection & Innovation recently posted its 2023 Annual Report to the Legislature regarding its broker-dealer and investment adviser programs. The report's title is a bit of a misnomer as most of the data in...
Newly Minted California Law Tautologically Declares Void Noncompete Agreements Unenforceable Regardless Of Where They Were Signed
Posted on September 12, 2023
Since at least 1941, California has declared, with certain limited exceptions, that every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void". Cal. Bus. & Prof. Code §...
When Do Stock Splits, Reverse Stock Splits And The Like Become Effective?
Posted on September 11, 2023
Section 908 of the California Corporations Code provides that when a California corporation files a certificate of amendment, the articles of incorporation shall be amended in accordance with the certificate and any stock split, reverse stock split,...
California Nonprofit and Cooperative Corporations Will Soon Be Able To Fix Otherwise Lawful Corporate Actions
Posted on September 08, 2023
In 2022, the California legislature enacted amendments to the California General Corporation Law allowing corporations formed under that law to ratify or validate otherwise lawful corporate actions. 2022 Cal. Stats. Ch. 217. See Cal. Corp. Code §...
A Field Guide To Issuer And Nonissuer Transactions
Posted on September 06, 2023
The California Corporate Securities Law of 1968 applies a tripartite classification scheme to securities transactions. Corporations Code Section 25110 requires qualification of issuer transactions; Section 25120 requires qualification of...
