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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...

California Corporations Code, Corporate Governance

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. ...

Mergers & Acquisitions, California Corporations Code, Delaware General Corproration Law

When Shares May Be Convertible At Corporation's Option

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"...

California Corporations Code

When 1% Is Tantamount To 33 1/3%

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...

California Corporations Code

While Creative, This Bill Will Not Be An Effective Way To Enforce Unpaid Wage Claims

Two weeks ago, I wrote about AB 3075 (Limón), a bill that would that would require a "filer" of articles of incorporation to attest under the penalty of perjury that the purpose of the corporation is lawful and that the filer is not an owner,...

California Corporations Code

Don't Sleep On Your Lost, Destroyed Or Stolen Stock Certificate, Darlin'

Share certificates are subject to loss, destruction and even peculation.  The California General Corporation Law makes allowance for such misadventures by providing in Section 419 that a domestic corporation or a foreign corporation may issue a new...

California Corporations Code, Uniform Commercial Code

What Happens When A Corporation Cannot Afford To Pay Dissenting Shares?

Chapter 13 of the California General Corporation governs so-called "dissenters' rights".  In general, Chapter 13 provides that in certain specified transactions, a shareholder can require the corporation to purchase the shareholder's "dissenting...

California Corporations Code, General Corporation Law

A Farraginous Stew Of Share Certificate Legend Requirements

Section 418 of the California Corporations Code requires that the following six statements appear "on the certificate", to the extent applicable:

  1. The fact that the shares are subject to restrictions upon transfer.
  2. If the shares are assessable or...

California Corporations Code

Why Does DTC Need A Nominee?

Section 416 of the California Corporations Code contemplates that corporations may issue shares in either certificated or uncertificated form.  If the corporations shares are not publicly traded, the holding system is likely to be direct - the...

California Corporations Code

Blockchain Shareholder Records - For A Limited Time Only In California

In 2018, California enacted legislation authorizing California corporations to include a provision in their articles of incorporation allowing the use of blockchain technology to record and track the issuance and transfer of stock certificates. ...

California Corporations Code

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ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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