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9th Circuit Holds Insurer May Defend Suspended Corporation

An insurer of a suspended corporation has an incentive to defend the corporation because it may be liable to a judgment creditor that obtains a default judgment against the insured suspended corporate. See Cal. Ins. Code § 11580(b)(2).  However, can...

California Corporations Code

DBO Says It "Will Not Criticize" Banks And Credit Unions For Holding Virtual Meetings

In response to Covid-19 (Coronavirus) emergency, the California Department of Business Oversight has issued guidance to banks and credit unions and to escrow agents, finance lenders and services, student loan servicers, residential mortgage lenders...

Financial Code, California Corporations Code, Corporate Governance

When Is An Emergency An Emergency For Purposes of Emergency Bylaws?

Last week, I wrote about legislation enacted in 2013 allowing the bylaws to contain "any provision, not in conflict with the articles, to manage and conduct the ordinary business affairs of the corporation effective only in an emergency as defined...

California Corporations Code

Does This California Statute Arbitrarily Shackle Corporate Boards In Times of Emergency?

In 2013, the Corporations Committee of the Business Law Section California State Bar sponsored legislation, A.B. 491, to provide California corporations with certain flexibility in the case of an emergency.  Among other things, the legislation...

California Corporations Code, Corporate Governance

Breaking Bad At Board Meetings

Suppose that the articles of incorporation of a California corporation provide that the authorized number of directors is 7.  Unless the articles or bylaws provide otherwise, the attendance of 4 directors will constitute a quorum.  Cal. Corp. Code §...

California Corporations Code, Corporate Governance

Court of Appeal Has "No Comment" On Trulia

In 2016, the Delaware Court of Chancery famously put the brakes on disclosure only settlements, warning "to the extent that litigants continue to pursue disclosure settlements, they can expect that the Court will be increasingly vigilant in...

California Corporations Code, Choice of Law/Conflict of Law

Legislature To Consider Easing Corporate Conversions

Chapter 11.5 of the California General Corporation Law currently authorizes the conversion of a corporation into an "domestic other business entity" (defined in section 167.7) such as a limited liability company or a partnership.  While a "foreign...

California Corporations Code

California Bill Would Provide Cures For The Incurable

No more "takin' sick when nobody knows the cure"?

Last week, Senator Jones took the first step in the creation of a remedy for what heretofore had been irremediable (a "pair and snare" of "irredeemable"?).  If enacted, SB 870 will  authorize ...

California Corporations Code

Secretary Of State Seeks To Rework Entity Name Requirements While Retaining Ineluctable Incertitude

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...

California Corporations Code, California Secretary of State

Court Rules Bankruptcy Code Does Not Preempt California Buy-Out Statute

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.  ...

California Corporations Code

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