What Exactly Must A Board Approve When It Approves A Merger?

Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick.  In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled:

Why It Is Impossible To File Articles Of Incorporation And A Statement Of Information Simultaneously And A World Without Chevron

A California corporation begins existence upon the filing of its articles of incorporation. Cal. Corp. Code § 200(c). The filing of initial articles of incorporation starts a 90 day clock on the filing of the newly hatched corporation's initial...

I Say Again That Section 2116 Says Nothing About Officers

Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court,95 Cal. App. 5th 890 (2023),review granted 539 P.3d 118 (2023).   This was a case that I discussed last September in which the...

If Corporate Charters Are Contracts, Must They Be Signed By The Corporation Or Shareholders?

Recently, Professor Ann Lipton wrote that the California Supreme Court has granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023).   This was a case that I discussed last September in which...

When May Shares Be Voted Without A Proxy Or Without Transfer Into The Holder's Name?

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law. As with most generalizations, however, there are exceptions. For example, Section 702(a) of the...

When Do Stock Splits, Reverse Stock Splits And The Like Become Effective?

Section 908 of the California Corporations Code provides that when a California corporation files a certificate of amendment, the articles of incorporation shall be amended in accordance with the certificate and any stock split, reverse stock split,...

Where Exactly Is It Written That Directors And Officers Are Fiduciaries?

A neophyte to corporate law might ask where is it written in the California General Corporation Law that directors and officers are fiduciaries. The answer is nowhere. In fact, the phrase "fiduciary duty" appears only once in the GCL - in Section...

Discerning When A Director Has Acted With "Reckless Disregard"

Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the...

Amending Articles Of Incorporation When The Corporation No Longer Exists - Here's How

California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date. I very seldom encounter such a provision in my practice. What happens...

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