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...
Section 418 of the California Corporations Code requires that the following six statements appear "on the certificate", to the extent applicable:
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...
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. ...
Chapter 5 of the California Corporations Code prohibits a distribution to shareholders unless specified conditions are met. The most common type of distribution subject to these limitations is a dividend, but the term "distribution to shareholders"...
The California General Corporation includes several provisions requiring notice to either directors or shareholders. Section 307, for example, requires that notice be given to directors of special meetings of the board. The statute further...
Section 204 of the California Corporations Code lists a number of possible provisions that may be included in the articles and "which shall not be effective unless expressly provided in the articles". Included in this list of permissible provisions...
On Monday, I wrote about Berg & Berg Enterprises, LLC v. Boyle, 178 Cal. App. 4th 1020, 100 Cal. Rptr. 3d 875 (2009). The Court of Appeal in Berg adopted the trust fund doctrine, holding that upon the actual insolvency of the corporations,...
