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...

Lawyer Revives Zombie Corporation In Attempt To Enforce Decades Old Lien - Was He Successful?

In 1995, Panrox International (USA), Inc. recorded a deed of trust on a home in Los Angeles to secure an indebtedness of $141,000. On January 2, 2001, the State of California suspended Panrox for failure to pay taxes. Panrox remained suspended for...

When May Shares Be Voted Without A Proxy Or Without Transfer Into The Holder's Name?

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...

Are Reverse Stock Splits Subject To Qualification In California?

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...

Court Finds Plaintiff Failed To Plead Impropriety Of LLC Distributions

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...

May A Member Of A California LLC Consent To The Jurisdiction Of Another State's Courts?

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

Amending Articles Of Incorporation When The Corporation No Longer Exists - Here's How

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...

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