Last Friday's post concerned the status of the de facto merger doctrine in California. The late Harold Marsh Jr. made the following observation about the de facto merger doctrine in his magnum opus:
"It is of course possible to label any sale of...
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...
Corporate Governance, Corporations Code, Inc., Judge Marcy Friedman, Overland Storage, Section 194.8, Special Situations Fund III, voting power
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...
Corporate Governance, corporate philanthropy, Corporations Code, Section 207, Stephen Bainbridge
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...
California Securities Laws, Corporate Governance, Corporations Code, mutual water company, nonprofit mutual benefit, SB 633, Section 25100(f)
Last Friday, I observed that the definitions of "person" found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious. Section 18 of the Code, which applies to the...
Corporations Code, nonprofit corporation law, person, revised uniform limited liability, Uncategorized, uniform limited partnership act
I have long puzzled over the question of which is correct - "derivative suit" or "derivative action"? Historically, the term "suit" was used for proceedings in equity. California courts have generally regarded shareholder derivative claims as...
Corporate Governance, Corporations Code, derivative action, derivative lawsuit, derivative suit, Grosset v. Wenaas, nelson v. Anderson, Section 2900, Section 800, Small v. Fritz
I expect that little or no thought is given to the possible application of California's Corporate Securities Law of 1968 when a corporation incorporates a subsidiary under the laws of a foreign country. However, the issuance of shares to a...
260.105.22, 260.141.11, California Securities Laws, Corporations Code, foreign subsidiary, qualification, section 25110
California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent:
Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a...
Action by written consent, Corporate Governance, Corporations Code, Delaware General Corporation Law, record date, section 228, Section 603, Section 701
No California appellate court has yet addressed the validity of forum selection bylaws in a published decision. When the question comes before a California appellate court, the outcome may turn on the meaning of "may" in California Corporations...
Bylaw, Choice of Law/Conflict of Law, Civil Code, Corporations Code, exclusive forum, liability of director, Section 2116, Section 3513, waiver
California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the usual and regular...
approval of the outstanding shares, Corporations Code, Mergers & Acquisitions, sale of all or substantially all, secretary's certificate, Section 1001, Section 1002
Keith Paul Bishop
