California Corporate & Securities Law

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,...

As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock". Common shares are shares that have no preference over other shares with respect to distribution of assets on...

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing. There are a number of other...

I didn't take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a "spot" bill.  See "See Spot Run". As introduced, the bill simply added "which may include a reference to a separate shareholder agreement"...

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was "the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled...