California Corporate & Securities Law

Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director:

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there are 4 vacancies, that...

If someone told my younger self that someday people would take photographs with their phones, I would have wondered where you would insert the film.^* Today, the question would be "What is film?" When I headed the Department of Corporations in the...

Beginning January 1, 2024, many companies became subject to the beneficial ownership reporting requirements of the Corporate Transparency Act.   The Financial Crimes Enforcement Network (FinCEN) estimated that the total costs of compliance for this...

The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law. In fact, the Corporations Code includes separate law...

In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies:

I recently discussed whether chat messages constitute "minutes" of a meeting.  A related question is whether emails constitute a meeting.

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies are typically obtained...

Heheheheheheee Wipe oooout!