When Shares May Be Convertible At Corporation's Option

Section 409 of the California Corporations Code authorizes a corporation to issue shares that are convertible "within the time or upon the happening of one or more specified events and upon the terms and conditions that are stated in the articles"...

When 1% Is Tantamount To 33 1/3%

Section 1800 of the California Corporations Code authorizes the filing of a verified complaint for the involuntary dissolution of a corporation for certain specified causes. As might be expected, the statute does not confer standing on just anyone....

While Creative, This Bill Will Not Be An Effective Way To Enforce Unpaid Wage Claims

Two weeks ago, I wrote about AB 3075 (Limón), a bill that would that would require a "filer" of articles of incorporation to attest under the penalty of perjury that the purpose of the corporation is lawful and that the filer is not an owner,...

Don't Sleep On Your Lost, Destroyed Or Stolen Stock Certificate, Darlin'
What Happens When A Corporation Cannot Afford To Pay Dissenting Shares?

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...

A Farraginous Stew Of Share Certificate Legend Requirements

Section 418 of the California Corporations Code requires that the following six statements appear "on the certificate", to the extent applicable:

Why Does DTC Need A Nominee?

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 shares...

Blockchain Shareholder Records - For A Limited Time Only In California

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. Cal....

When A Distribution Is Not Subject To Chapter 5

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"...

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