California Corporate & Securities Law

In Drulias v. 1st Century Bancshares, Inc.30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum selection bylaw, requiring...

While the California General Corporation Law contemplates that corporations will have bylaws but does not explicitly require that they do.  See Are Bylaws Required? In my experience, it is extremely rare to come across a corporation that has not...

The California General Corporation Law authorizes the adoption of bylaws, but does not purport to define the term. Cal. Corp. Code § 110. The Nonprofit Corporation Law defines "Bylaws" not by description but by stating what they include. Cal. Corp....

Recently, some companies have taken the position that they do not have a principal executive office in their filings with the Securities and Exchange Commission.  I noticed, for example, that the Form 8-K filed by Activision Blizzard, Inc. announcing...

When the minority stockholders of a Nevada corporation, Scientific Games Corporation sued the company’s controlling stockholder and members of its allegedly “handpicked” board of directors for breaches of fiduciary duty and violations of the...

Recently, I happened across a summary of the "key features" of a corporation on the California Franchise Tax Board's website. Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg to differ with some of...

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...

Credit Unions got their start in Nineteenth Century Germany. In 1909, Roman Catholic textile workers opened the first credit union in the United States, St. Mary's Cooperative Credit Association (later, renamed La Caisse Populaire Ste.-Marie). At...

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...