Don't Be Caught Inquorate! Some Key, But Subtle, Differences In California's And Nevada's Board Quorum Requirements

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...

Selling Unqualified Securities?  There's Are/Were Apps For 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...

Beneficial Ownership Reporting May Soon Be Coming To California With A Brobdingnagian Price Tag!

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...

Not Every California Corporation Is Governed By The California General Corporation Law

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...

What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?

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

Do E-mail Exchanges Constitute A Meeting Of The Board?

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

For How Long Is That Proxy Valid?

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...

Can "New Wave" Stockholder Agreements Catch A Wave In California?

Heheheheheheee Wipe oooout!

I Say Again That Section 2116 Says Nothing About Officers

Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court,95 Cal. App. 5th 890 (2023),review granted 539 P.3d 118 (2023).   This was a case that I discussed last September in which the...

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