California Corporate & Securities Law

Dissenters' rights under California's General Corporation Law do not exist unless there are "dissenting shares", a term defined in Section 1300(b) of the California Corporations Code. In order to qualify as "dissenting shares" under the statute, the...

Section 1900(a) is the only provision of the California General Corporation Law that authorizes action by an exactly 50% vote of shareholders. This action, moreover, may be taken without any action on the part of a corporation's board of directors....

Nevada's corporation law is quite protective of directors and officers.  Following the Delaware Supreme Court's decision in Smith v. Van Gorkum, 488 A.2d 858 (1985), the Nevada legislature amended the law to allow for exculpation of directors and...

Frank Hemm, a citizen of Switzerland, served on the board of directors of Rodo Medical, Inc., a California corporation. He was also an executive of Institut Straumann AG, a Swiss corporation and investor in Rodo. Mr. Hemm attended Rodo board...

The California General Corporation Law imposes an intricate set of rules with respect to shareholder approval of reorganizations (defined in Section 181). In general, the GCL requires that the principal terms of a reorganization be "approved by the...

When a director is removed from the board of a California corporation, a "vacancy" is created. Cal. Corp. Code § 192. The board of directors cannot fill the vacancy unless the board is authorized to do so in the articles of incorporation or a bylaw...

We often hear about a board of directors being sued, but can a plaintiff really sue a corporation's board?   According to a recent decision by the Federal Circuit,  a plaintiff can't sue a board, at least not as a separate entity in federal court:

Huy Fong Foods, Inc. makes Sriracha pepper sauce and for nearly three decades Underwood Ranches, L.P. supplied the peppers for Huy Fong's sauce. Although the parties operated under written agreements for the first decade of their relationship, they...

Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law. The CGCL recognizes two other types of "reorganizations". One of...