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Court Of Appeal Finds No Property Transfer In Reverse Triangular Merger

Five years ago, I commented on the dearth of authority on whether a reverse triangular merger constitutes an assignment:

"In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the...

California Corporations Code

The General Corporation Law's "25th Amendment"

Generally, a board of directors of a California corporation may not remove one of its members.  Removal of a director is in most cases the province of the shareholders.  Thus, Section 303 of the Corporations Code allows the shareholders to remove...

California Corporations Code

California And Joint Stock Associations

Occasionally, I have devoted space to the topic of unincorporated associations.  See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions FirstFederal Court Allows Reverse Veil Piercing Of Unincorporated...

California Corporations Code

Does California Recognize The De Facto Merger Doctrine Outside The Successor Liability Context?

Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation.  Professor Bainbridge...

California Corporations Code

These Officials Live On In Statute

I always find outdated statutory references to be annoying, particularly when I'm dealing with a statutory scheme for the first time.  I recognize that the fun of legislation lies in writing new laws, but with the power to make law should come the...

California Corporations Code

Why The General Corporation Law Still Prohibits The Issuance Of Money By Corporations

Five years ago, I noted that Section 107 of the California Corporations Code prohibits any corporation, flexible purpose corporation, association or individual from issuing or putting in circulation, as money, anything but the lawful money of the...

California Corporations Code

"The Strongest Corporate Accountability Law In The Nation" Is Officially In Desuetude

In 2003, The California legislature enacted SB 523 to subject certain corporations to civil penalties of up to $1 million if the corporation has knowledge of certain acts and fails to notify the Attorney General or the "appropriate government...

California Corporations Code

Why "Transfer or Hypothecate"?

Section 204(b) permits the articles of incorporation to include reasonable restrictions upon the right to transfer or hypothecate shares of any class or classes or series.  This is the only time the word "hypothecate" appears in the General...

California Corporations Code

Would Glass Lewis Have Anything To Do If It Were Consistent?

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance:

"With consistency a great soul has simply nothing to do. He may as well concern himself with his shadow on the wall. Speak what you think now...

Glass Lewis, section 602(a), Supermajority vote, Bob Lamm, California Corporations Code, Corporate Governance, proxy voting guidelines, Section 902(a)

California's Corporations Code And Securities Rules Are Rife With Errors

Spring is the traditional season for cleaning and California's Corporations Code and securities rules are desperately in need of some tidying up.  In a very quick and incomplete review of the Code and the Commissioner's rules, I found the following:

California Securities Laws, California Corporations Code, Commissioner's Rules, incorrect

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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