California Bill Aims To Create Additional Conversion Options

The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7).    The GCL, however, does not permit a corporation to convert to a foreign other business entity (Section...

Amending The Articles Without Approval By The Outstanding Shares

California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors.  The statute lists three instances when the "board alone" may adopt...

The German Empress And "She"

Anyone drafting a legal document will at some time or another have to deal with the problem that English personal pronouns refer to the perceived biological gender of its referent.  Historically, attorneys tended to use male personal pronouns...

More Quorum Mysteries

Six years ago, I kvetched "Why Does Determining A Quorum Have To Be So Complicated?"  That particular post concerned the fine points of determining quorums for board meetings. The determination of a quorum for a meeting of shareholders can be...

This Flowchart Makes California's Corporate Law Look "Pretty, Pretty Good"!

You can read Delaware's General Corporation Law front to back and back to front and still know very little about Delaware corporate law.  The reason is that most of the important rules are not found in statutes but in a myriad of court decisions. ...

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...

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'
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