California Corporate & Securities Law

Ten years ago today, I penned an opinion piece decrying the inconsistencies of California's statutory requirements for entity names.  

"A Large part of California's business naming problem is due to the fact that the Legislature has enacted...

A few weeks ago, I wrote about Judge Troy L. Nunley's holding that the limitations on distributions in Chapter 5 of the General Corporation Law do not apply to a corporation's repurchase of shares pursuant to Section 2000 of the Corporations Code.  ...

Yesterday's post raised the question whether California Corporations Code Section 400(a) precludes tenured voting.  That statute requires that all shares of any one class have the "same voting, conversion and redemption rights . . . unless the class...

Section 1800 of the California Corporations Code provides a procedure for the involuntary dissolution of a corporation.  The process begins with the filing of a verified complaint, but only those persons listed in the statute have standing to file...

Last October, I wrote that one academic study had concluded that California's enactment of legislation mandating minimum numbers of female directors had already "resulted in a significant decline in shareholder value for firms headquartered in...

In a typical securities fraud action brought under Rule 10b-5, a private plaintiff must prove (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or...

Section 317(e) of the California Corporations Code provides that indemnification may be authorized in four different ways.  Today's blog concerns the second.  Under Section 317(e)(2), an "independent legal counsel" may authorize indemnification in a...

I haven't actually encountered a case in which a corporation simply can't find a member of its board of directors.  If such a situation should arise, however, the California General Corporation Law has an answer in Section 2003.  That statute...

This week, I have been writing about Section 308 of the California Corporations Code.  Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a corporation are deadlocked...

Monday's post concerned the appointment of one or more provisional directors pursuant to California Corporations Code Section 308.  The statute requires that a provisional director be an "impartial person".  In addition, the appointee must not be...