California Corporate & Securities Law

This Thursday, I will be joining Michael Allen of the prominent Delaware law firm of Richards, Layton & Finger in providing a webinar on recent developments on California and Delaware corporate law.  The webinar is sponsored by the Business Law...

"Adjourn" is derived from the Latin words "ad" and "diurnus", meaning "to" and "daily" (a diurnal flower opens only during the day).  The word came into the English language through Old French "ajorner" ("soup du jour" is the soup of the day)....

Section 403 of the California Corporations Code provides authority for a California corporation to issue convertible shares when so provided in the articles of incorporation.  In general, conversion may be upon the "happening of one or more...

Last week, three ISS staffers, Mikayla Kuhns, Rudy Kwack and Kosmas Papadopoulos, published their conclusions regarding the impact of California's new gender quota law.  Among other things, they found:

"Of the 689 companies with their executive...

Section 317 of the California Corporations Code authorizes a California corporation to indemnify its agents (as defined) under certain circumstances.  The statute deals separately with third party claims (Subdivision (b)) and claims brought by or in...

SB 826 (Jackson) is reputably the first state law requiring publicly held corporations to have a minimum number of female directors.  It is generally assumed that the law applies only to those publicly held domestic and foreign corporations having...

California's former corporations law required that the articles of incorporation include the county in California "where the principal office for the transaction of the business of the corporation is located".  The drafters of the current law...

Section 1601 of the California Corporations Code establishes a shareholder's right to inspect the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board".  A shareholder's inspection,...

Upon hearing that a "voting shift" has occurred, one might infer that there has been some change in the historical voting patterns.  The California General Corporation Law, however, defines the term very differently:

"'Voting shift' means a change,...

Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law.  Briefly, both involve the exchange of equity...