California Corporate & Securities Law

Several provisions of California's Nonprofit Public Benefit Corporation Law confer standing on an officer, director, or member. See Sections 5142, 5223, 5233, and/or 5710. In an opinion issued yesterday, the Court of Appeal addressed the question of...

My last several posts have for the most part concerned the liability of shareholders when a corporation voluntarily or involuntarily dissolves. Directors may also face liability under Section 316(a)(2) of the Corporations Code. That statute makes...

Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations.  This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to proceedings for winding up under Chapters 18 or...

Yesterday's  post observed that Chapter 5 of the California General Corporation Law does not apply to proceedings for winding up and dissolution of a California corporation under either Chapter 18 (involuntary dissolutions) or Chapter 19 (voluntary...

Chapter 5 of the California General Corporation Law imposes specific limitations on distributions to shareholders, as defined in Section 166. When a corporation is wound up and dissolved, whether the dissolution is involuntary under Chapter 18 or...

Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc. The gist of the complaint was that the "Defendants publicly misrepresented...

Several provisions of the California General Corporation Law provide for "special proceedings" in the Superior Court. One such provision is Section 1800 which allows certain persons to bring an action for the involuntary dissolution of the...

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....