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Breaking Bad At Board Meetings

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 §...

California Corporations Code, Corporate Governance

Court of Appeal Has "No Comment" On Trulia

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...

California Corporations Code, Choice of Law/Conflict of Law

Legislature To Consider Easing Corporate Conversions

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...

California Corporations Code

California Bill Would Provide Cures For The Incurable

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 ...

California Corporations Code

Secretary Of State Seeks To Rework Entity Name Requirements While Retaining Ineluctable Incertitude

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

"A Large part of California's business naming problem is due to the fact that the Legislature has enacted...

California Corporations Code, California Secretary of State

Court Rules Bankruptcy Code Does Not Preempt California Buy-Out Statute

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.  ...

California Corporations Code

Voting Rights Versus Voting Power - A Distinction With A Difference?

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...

California Corporations Code

Section 1800 And The Case Of The Little Shareholder That Could

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...

California Corporations Code

Does California's Board Gender Quota Law Put Investors At Risk?

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...

California Corporations Code

Are Company Misstatements Of Diversity Actionable Under Rule 10b-5?

In a typical securities fraud action brought under Rule 10b-5, a private plaintiff must prove (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or...

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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