Who Knew? The California General Corporation Law Governs Contracting And Conveyancing By Foreign Corporations

Section 208 of the California Corporations Code makes it difficult for a California corporation to wriggle out of contracts or conveyances made in the corporation's name.  Under the statute, a contract or conveyance will bind the corporation (and...

Directorial Duties To Creditors - Getting To The Bottom Of The California Trust Fund Theory

A week ago today, Kevin LaCroix wrote about the potential liability of directors of financially stressed companies.  Kevin's piece focused on Delaware law and makes no mention of the state of the law here in California.

9th Circuit Holds Insurer May Defend Suspended Corporation

An insurer of a suspended corporation has an incentive to defend the corporation because it may be liable to a judgment creditor that obtains a default judgment against the insured suspended corporate. See Cal. Ins. Code § 11580(b)(2).  However, can...

DBO Says It "Will Not Criticize" Banks And Credit Unions For Holding Virtual Meetings

In response to Covid-19 (Coronavirus) emergency, the California Department of Business Oversight has issued guidance to banks and credit unions and to escrow agents, finance lenders and services, student loan servicers, residential mortgage lenders...

When Is An Emergency An Emergency For Purposes of Emergency Bylaws?

Last week, I wrote about legislation enacted in 2013 allowing the bylaws to contain "any provision, not in conflict with the articles, to manage and conduct the ordinary business affairs of the corporation effective only in an emergency as defined...

Does This California Statute Arbitrarily Shackle Corporate Boards In Times of Emergency?

In 2013, the Corporations Committee of the Business Law Section California State Bar sponsored legislation, A.B. 491, to provide California corporations with certain flexibility in the case of an emergency.  Among other things, the legislation...

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 §...

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...

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...

1 ...
3 4 5 6 7
... 9