California Corporate & Securities Law

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law. As with most generalizations, however, there are exceptions. For example, Section 702(a) of the...

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits. In light of John's post, I thought a brief refresher on California's treatment of reverse stock splits...

The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp. Code § 17701.02(v)) on...

Section 17701.10 of  California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes:

California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date. I very seldom encounter such a provision in my practice. What happens...

The word "emoji" is the romanization of two Japanese words (絵 and 文字) that together mean picture character.   Emojis essentially marry an ancient form of writing, pictography, to a modern technology, smart phones.  

What if artificial intelligence takes control, could it begin to populate the world with corporations that it has begotten? To answer this question, one must define "artificial intelligence". Although several current California statutes refer to...

I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following:

The California General Corporation Law entitles directors in performing their duties to rely upon information, opinions, reports or statements of others. Cal. Corp. Code § 309(b). Does the statute protect a director who relies upon a statement or...