California Corporate & Securities Law

California Corporations Code Section 22003 effectively deems directors to be all-knowing:

A "pledge" is a bailment for security.   It is effected by delivery of possession of the pledged property, although title remains in the pledgor.  Hartford v. State Bar,  50 Cal. 3d 1139, 791 P.2d 598, 270 Cal. Rptr. 12 (1990).   California...

"You see, wire telegraph is a kind of a very, very long cat.  You pull his tail in New York and his head is meowing in Los Angeles."¹

Nearly nine years ago, I observed that Section 107 of the California Corporations Code forbids a corporation, social purpose corporation, association, or individual from either issuing or putting in circulation "as money, anything but the lawful...

In many closely held corporations, the directors may work side by side nearly every day.  If they all meet  and discuss some action, does that count as a meeting of the board of directors?  

The private corporation laws of both California and Nevada both authorize the formation of committees.  Cal. Corp. Code § 311 & NRS 78.125.  There are some differences, however.  California requires that any committee of the board consist of at...

Section 155 of the California Corporations Code somewhat circularly defines "board" as "the board of directors of the corporation".   But why does the General Corporation Law and the corporation laws of other states refer to the group or body of...

In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a "reorganization" or sale of...

Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's interest as a...