What Is A "Known Liability" And Why Does It Matter?

My last several posts have for the most part concerned the liability of shareholders when a corporation voluntarily or involuntarily dissolves.  Directors may also face liability under Section 316(a)(2) of the Corporations Code.   That statute makes...

Dissolution And Limitations On Distributions To Shareholders

Chapter 5 of the California General Corporation Law imposes specific limitations on distributions to shareholders, as defined in Section 166.  When a corporation is wound up and dissolved, whether the dissolution is involuntary under Chapter 18 or...

How To Eliminate Accrued Dividends

The existence of accrued and unpaid dividends can hang like an ominous cloud over a corporation's future financings.  Are these accrued but unpaid dividends in the nature of a debt that cannot be erased by an amendment of the articles?  

Valid Reasons May Exist For Reincorporating In Delaware, But This Isn't One Of Them

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):

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