Looking For Class? You Won't Find It In The California Corporations Code

You will find numerous references to classes of shares in the California General Corporation Law.  See, e.g., Cal. Corp. Code § 203 (Except as specified in the articles or in any shareholders' agreement, no distinction shall exist between classes or...

Why Common Shares May Not Be Common Stock

 Surprisingly, the California General Corporation Law uses the term "common stock" as opposed to "common shares" in only a single statute.  Section 159 of the California Corporations Code defines "common shares" as "shares which have no preference...

How To Resuscitate A Moribund Corporation

Sometimes a corporation will for one reason or another fall into desuetude, with all of the directors and officers having resigned or died.  If the corporation has not dissolved and wound up, the shareholders remain shareholders as there is no...

What Makes "Common Shares" Common?

California's General Corporation Law refers to "common shares" rather than "common stock".  What makes shares shares "common shares"?  Section 159 defines "common shares" as "shares which have no preference over any other shares with respect to...

California Bill Aims To Create Additional Conversion Options

The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7).    The GCL, however, does not permit a corporation to convert to a foreign other business entity (Section...

Amending The Articles Without Approval By The Outstanding Shares

California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors.  The statute lists three instances when the "board alone" may adopt...

The German Empress And "She"

Anyone drafting a legal document will at some time or another have to deal with the problem that English personal pronouns refer to the perceived biological gender of its referent.  Historically, attorneys tended to use male personal pronouns...

More Quorum Mysteries

Six years ago, I kvetched "Why Does Determining A Quorum Have To Be So Complicated?"  That particular post concerned the fine points of determining quorums for board meetings. The determination of a quorum for a meeting of shareholders can be...

This Flowchart Makes California's Corporate Law Look "Pretty, Pretty Good"!

You can read Delaware's General Corporation Law front to back and back to front and still know very little about Delaware corporate law.  The reason is that most of the important rules are not found in statutes but in a myriad of court decisions. ...

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