California Corporate & Securities Law

Protasis

Yesterday's post discussed the difference between an epidemic and a pandemic.  California's General Corporation law includes a detailed definition of an "emergency" that does not employ either term.  Cal. Corp. Code § 207(i)(5).  

Epitasis

Section 415 of the California Corporations Code provides that nothing in the General Corporation Law "shall be construed as a derogation of any rights or remedies of a creditor or shareholder may have against any … shareholder, director, officer or...

Rule 14a-8 under the Securities Exchange Act of 1934 requires companies that are subject to the federal proxy rules to include shareholder proposals in their own proxy statements to shareholders, subject to certain procedural and substantive...

Chapter 13 of the California General Corporation governs so-called "dissenters' rights".  In general, Chapter 13 provides that in certain specified transactions, a shareholder can require the corporation to purchase the shareholder's "dissenting...

A corporation may have a single shareholder or tens of thousands of shareholders.  The former is often referred to as a "closely held corporation".  The California Corporations Code does not use or define the term "closely held corporation" although...

Last November, a shareholder of OSI Systems, Inc. filed a complaint in the U.S. District Court for the Eastern District of California challenging California's law imposing female director quotas on publicly traded corporations headquartered in...

Suppose that the articles of incorporation provide that a corporation will have two classes of shares, with one class entitled to 90% of all dividends declared and assets upon liquidation and the other class to the remaining 10%.  Clearly, an...

Two years ago, California State Senator Hannah-Beth Jackson introduced a bill imposing gender quotas on publicly held domestic or foreign corporations having their principal executive offices in California.  Then Governor Brown admitted "I don't...

Treasury shares are shares that a corporation has issued and then reacquired but not retired.  Hence, they are shares that have been issued but are no longer outstanding.  In some states, treasury shares retain some legal significance but not so in...

California Corporations Code Section 409(e) imposes a duty on the board of directors to determine "the fair value to the corporation in monetary terms of any consideration other than money for which shares are issued".  Does a board's failure to...