California Corporate & Securities Law

Yesterday's post discussed the Court of Appeal's holding in Ramirez v. Gilead Sciences, Inc., 2021 Cal. App. LEXIS 558, that a beneficial owner has no right to inspect corporate records under California Corporations Code Section 1601. The petitioner...

Corporations Code Section 1601(a) unambiguously bestows on shareholders the right to inspect the accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any foreign corporation keeping...

The United States of America was the first country to recognize Israel as a state in 1948, and the first to recognize Jerusalem as the capital of Israel in 2017.  The World Factbook published by the Central Intelligence Agency describes Israel as...

In 2016, respondent China Yida Holding, Co. (CY), a Nevada corporation, merged with a private holding company, taking CY private and delisting it from the Nasdaq stock exchange.  The merger agreement and the proxy statement filed with the Securities...

The existence of accrued and unpaid dividends can hang like an ominous cloud over a corporation's future financings.  Are these accrued but unpaid dividends in the nature of a debt that cannot be erased by an amendment of the articles?  

Corporations incorporated under California's General Corporation Law are subject to the limitations on distributions set forth in Chapter 5 of that law. A foreign corporation may also be subject to Chapter 5 by virtue of Section 2115 of the...

In an opinion issued last week, U.S. District Court Edward M. Chen ruled that Ohio law applied to an alter ego claim against the members of an Ohio limited liability company.  Greenlight Sys., LLC v. Breckenfelder, 2021 U.S. Dist. LEXIS 120288. He...

Professor Stephen Bainbridge's blog yesterday highlighted a recent article by his Sung Hui Kim entitled "Do Lawyers Make Good Gatekeepers?" In answering this question, Professor Kim distinguishes between in-house and outside counsel. As to the...

Corporations Code Section 17702.09 requires every California limited liability company and every foreign limited liability company registered to transact intrastate business in California to file and update a Statement of Information. Although the...