California Corporate & Securities Law

Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under certain circumstances. While...

Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section 152) for any corporate...

California Corporations Code Section 22003 effectively deems directors to be all-knowing:

A "pledge" is a bailment for security.   It is effected by delivery of possession of the pledged property, although title remains in the pledgor.  Hartford v. State Bar,  50 Cal. 3d 1139, 791 P.2d 598, 270 Cal. Rptr. 12 (1990). California Corporations...

"You see, wire telegraph is a kind of a very, very long cat.  You pull his tail in New York and his head is meowing in Los Angeles."¹

Nearly nine years ago, I observed that Section 107 of the California Corporations Code forbids a corporation, social purpose corporation, association, or individual from either issuing or putting in circulation "as money, anything but the lawful...

In many closely held corporations, the directors may work side by side nearly every day.  If they all meet  and discuss some action, does that count as a meeting of the board of directors?  

The private corporation laws of both California and Nevada both authorize the formation of committees. Cal. Corp. Code § 311 & NRS 78.125. There are some differences, however. California requires that any committee of the board consist of at least...

Section 155 of the California Corporations Code somewhat circularly defines "board" as "the board of directors of the corporation". But why does the General Corporation Law and the corporation laws of other states refer to the group or body of...