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Voting Rights Versus Voting Power - A Distinction With A Difference?

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...

California Corporations Code

Section 1800 And The Case Of The Little Shareholder That Could

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...

California Corporations Code

Does California's Board Gender Quota Law Put Investors At Risk?

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...

California Corporations Code

Are Company Misstatements Of Diversity Actionable Under Rule 10b-5?

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...

California Corporations Code

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

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