California Corporate & Securities Law

I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware.  One company in a recently filed proxy statement made the following claim (among others):

Yesterday, I wrote about New York Judge Marcy Friedman's opinion in Special Situations Fund III QP, L.P. v Overland Storage, Inc., 2017 N.Y. Misc. LEXIS 3878, 2017 NY Slip Op 32125 (Oct. 10, 2017). The case involved a contract provision requiring a...

Chapter 1 of the California General Corporation Law includes a large number of definitions, beginning with "Acknowledged" (Section 149) and ending with "Written, in writing" (Section 195). It is easy to gloss over these terms as the balance of the...

Earlier this week, UCLA Law School Professor Stephen Bainbridge precised the question of corporate philanthropy. He notes "Virtually all states have adopted statutes specifically granting corporations the power to make charitable donations, which...

Seventeen years ago, Delaware amended Section 211 of the Delaware General Corporation Law to permit corporations to hold electronic meetings of stockholders.  72 Del. Laws, c. 343, §§ 7, 8. In the ensuing years, an increasing number of corporations...

I suspect that at least a few California corporate lawyers are unaware of a provision in the California Corporations Code requiring the articles or bylaws of certain corporations to contain a limitation on the salaries paid to the persons operating...

Neither California nor Nevada require that a corporation have either a "lead independent director" or "presiding director" and yet many corporations state that they have such a position.  Why?

Yesterday's post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective.  One of these provisions relates to supermajority voting requirements:

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing. There are a number of other...