California Corporate & Securities Law

As has been widely reported, the California Department of Financial Protection & Innovation announced that it has taken possession of another California chartered bank - First Republic Bank. This is the second California state bank failure this...

The California Corporations Code is a strange place to look for guidance on the rights and obligations of spouses during marriage. However, Section 721(b) of the Family Code provides that the relationship between spouses "is a fiduciary relationship...

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...

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 burning of...

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...

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 mergerdoctrine in his magnum opus:

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...

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...