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.
In Berg & Berg Enterprises,...
A corporation may have a single shareholder or tens of thousands of shareholders. The former is often referred to as a "closely held corporation". The California Corporations Code does not use or define the term "closely held corporation" although...
On Monday, Governor Newsom issued an executive order pursuant to California's Emergency Services Act, Government Code Sections 8567 & 8571. The order is intended to provide tax, regulatory and licensing extensions for businesses. The order also...
In yesterday's post, I wrote that admittance of non-directors to the corporate board meetings should rest within the discretion of the board as a whole. If a board should decide to allow directors to bring personal lawyer to a meeting, these alien...
A corporate board meeting is fundamentally an opportunity for directors to consider, discuss and make decisions. Some (most notably Delaware Vice Chancellor J. Travis Laster) have argued that a director's obligations as a fiduciary supports the...
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...
Financial Code, California Corporations Code, Corporate Governance
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...
California Corporations Code Section 307(a)(8) provides that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provisions of Section 310...
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 §...
Last November, a shareholder of OSI Systems, Inc. filed a complaint in the U.S. District Court for the Eastern District of California challenging California's law imposing female director quotas on publicly traded corporations headquartered in...
Keith Paul Bishop
