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    The Case Of The Insufficient Majority

    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...

    Corporate Governance, Corporations Code

    Can You Name Our Neighbor To The North?

    Brett Kissel's mic died when he began to sing the national anthem at a 2017 Ducks/Oilers game in Edmonton.  The local fans, however, pitched in and loudly finished the U.S. national anthem.  It seems that Canadians have concluded that their...

    Corporations Code

    Why Sign Annual Meeting Minutes?

    Over at The Mentor Blog, Broc Romanek recently addressed the question of whether minutes of an annual meeting must be signed.  Broc's post provides John Jenkins' answer under Delaware law.  For those interested in California law, I provided three...

    Corporations Code

    Why Is There No "De Facto Asset Sale" Doctrine?

    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:

    Corporations Code

    New York Judge Considers Meaning Of "Voting Power" In California Contract

    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...

    Overland Storage, Corporate Governance, Corporations Code, Inc., Judge Marcy Friedman, Section 194.8, Special Situations Fund III, voting power

    Professor Bainbridge Precises Corporate Philanthropy

    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...

    Section 207, Corporate Governance, corporate philanthropy, Corporations Code, Stephen Bainbridge

    What Kind Of California Corporation Must Include A Salary Limitation In Its Articles Or Bylaws?

    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, nonprofit mutual benefit, Section 25100(f), Corporate Governance, Corporations Code, mutual water company, SB 633

    Multifarious Meanings of "Person"

    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...

    nonprofit corporation law, person, revised uniform limited liability, uniform limited partnership act, Uncategorized, Corporations Code

    Shareholder Derivative Suit Or Derivative Action?

    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...

    Grosset v. Wenaas, nelson v. Anderson, Corporate Governance, Corporations Code, derivative action, derivative lawsuit, derivative suit, Section 2900, Section 800, Small v. Fritz

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