California Corporate & Securities Law

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...

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...

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...

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...

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...

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...

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. ...

Section 409 of the California Corporations Code authorizes a corporation to issue shares that are convertible "within the time or upon the happening of one or more specified events and upon the terms and conditions that are stated in the articles"...

Section 1800 of the California Corporations Code authorizes the filing of a verified complaint for the involuntary dissolution of a corporation for certain specified causes.  As might be expected, the statute does not confer standing on just...