California Corporate & Securities Law

Are shares of a corporation owned by its subsidiary entitled to vote? The answer depends, in part, on what constitutes a subsidiary. California Corporations Code Section 703(b) provides a succinct answer: "Shares of a corporation owned by its...

When a corporation makes a gift, it is handing out money that belongs to the shareholders.  Therefore, it should come as no surprise that shareholders may sometimes object to corporate largess at their expense.  In this posting from six years ago, I...

In a recent study, William J. Moon at the University of Maryland School of Law tackles the question of "Delaware's surprising weakness competing in the emerging international market for corporate law". He finds that less than 5% of Chinese companies...

Last August, I reported on the filing of a taxpayer challenge to California's Board Gender Quota Law.  Crest v. Padilla, Cal. Super. Ct. Case No. 19STCV27561.  California's Secretary of State, Alex Padilla, was named as the defendant in his official...

Rule 14a-8 under the Securities Exchange Act of 1934 requires companies that are subject to the federal proxy rules to include shareholder proposals in their own proxy statements to shareholders, subject to certain procedural and substantive...

Section 307(a)(1) of the California Corporations Code is quite specific in identifying who is empowered to call meetings of a corporation's board of directors: the chairperson of the board, the president, any vice president, the secretary, or any...

Section 204 of the California Corporations Code lists a number of possible provisions that may be included in the articles and "which shall not be effective unless expressly provided in the articles". Included in this list of permissible provisions...

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.

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...