California Corporate & Securities Law

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 §...

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...

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...

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 otherwise...

Ten years ago today, I penned an opinion piece decrying the inconsistencies of California's statutory requirements for entity names.  

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.  ...

Yesterday's post raised the question whether California Corporations Code Section 400(a) precludes tenured voting. That statute requires that all shares of any one class have the "same voting, conversion and redemption rights . . . unless the class...

Section 1800 of the California Corporations Code provides a procedure for the involuntary dissolution of a corporation. The process begins with the filing of a verified complaint, but only those persons listed in the statute have standing to file...

Last October, I wrote that one academic study had concluded that California's enactment of legislation mandating minimum numbers of female directors had already "resulted in a significant decline in shareholder value for firms headquartered in...