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A Shareholder Consent In Its Dotage May Or May Not Be Valid

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...

Delaware General Corporation Law, record date, section 228, Corporate Governance, Action by written consent, Corporations Code, Section 603, Section 701

Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of "May"

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...

Section 3513, Bylaw, Choice of Law/Conflict of Law, Civil Code, Corporations Code, exclusive forum, liability of director, Section 2116, waiver

Buying Assets? Have You Considered This Secretary's Certificate?

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...

Mergers & Acquisitions, Section 1001, Section 1002, approval of the outstanding shares, Corporations Code, sale of all or substantially all, secretary's certificate

LLC Bound By Agreement Signed By Manager's Manager

Justice Kenneth R. Yegan clearly and concisely frames the question in Western Surety Co. v. La Cumbre Office Partners, LLC, 2017 Cal. App. LEXIS 77 (2017):

" natural person is the managing member of a limited liability company (LLC 1) that is the...

Limited Liability Companies, manager, Section 17157(d), Section 17713.03, accredited investor, convivio, Corporations Code, dante alighieri, Kenneth R. Yegan, signature, Western Surety v. La Cumbre Office Partners

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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