California Corporate & Securities Law

The classic model of corporate governance is that the board of directors appoints and removes the principal corporate officers. This is consistent with the general principle that the business and affairs of a corporation must be managed and all...

California Corporations Code Section 1312(a) provides:

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:

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...

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...

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...

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...

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,...

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...