California Corporate & Securities Law

The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law. In fact, the Corporations Code includes separate law...

In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies:

I recently discussed whether chat messages constitute "minutes" of a meeting.  A related question is whether emails constitute a meeting.

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies are typically obtained...

Heheheheheheee Wipe oooout!

Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court,95 Cal. App. 5th 890 (2023),review granted 539 P.3d 118 (2023).   This was a case that I discussed last September in which the...

In 1995, Panrox International (USA), Inc. recorded a deed of trust on a home in Los Angeles to secure an indebtedness of $141,000. On January 2, 2001, the State of California suspended Panrox for failure to pay taxes. Panrox remained suspended for...

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law. As with most generalizations, however, there are exceptions. For example, Section 702(a) of the...

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits. In light of John's post, I thought a brief refresher on California's treatment of reverse stock splits...