Contact us with your California corporate & securities law questions (949) 353-6347 or Contact us here

The Mystery Of Independent Legal Counsel

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...

California Corporations Code

What To Do When A Director Goes Missing

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...

California Corporations Code

A House Divided Without Provision For A Provisional Director?

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...

California Corporations Code

Provisional Directors And The Third Degree

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...

California Corporations Code

Deadlocks And The Provisional Director

Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances.  Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed are very different.

...

California Corporations Code

Professor Bainbridge Asks "If Corporations Are Not People, What Are They?"

Professor Stephen Bainbridge asks "If corporations are not people, then what are they?"  Although I hesitate to cavil over diction, I do think the question is more properly framed "If corporations are not persons, then what are they?" 

The word...

California Corporations Code

Leaving California By Short-Form Merger Without Shareholder Approval Fugetaboutit!

California, like Delaware and other states, authorizes a short-form merger procedure.  Essentially, this involves a merger of a subsidiary into its parent or vice versa.  Under California's statute, the parent corporation must own all of the...

California Corporations Code

When A Corporation Is A U.S. Government Agency

One doesn't normally think of corporations as being agencies of the United States government.  However, the California Corporations Code conclusively presumes that some corporations are agencies and instrumentalities of the United States.  To...

California Corporations Code

Exchange Reorganizations Versus Share Exchange Tender Offers

The last several posts have been devoted to exploring the differences between an "exchange reorganization" and a "share exchange tender offer" under the California General Corporation Law.  Below is a chart that summarizes the differences between...

California Corporations Code

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

1 2 3

ANY QUESTIONS REGARDING CALIFORNIA CORPORATE AND SECURITIES LAW? CONTACT US DIRECTLY

We offer expert advice with the intricacies of California law.

Our years of experience and expertise allow us to help clients navigate the business laws in California.

CONTACT US

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
Learn More About Keith

RECOGNITION

NationalLawReview

badge-author-large

nominee-badge

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

CATEGORIES

see all

YOUTUBE

FACEBOOK