A Corporation May Get Religion, But Not Easily

Section 206 of the California Corporations Code provides that a corporation organized under the General Corporation Law may engage in any "business activity", subject to any limitation contained in its articles of incorporation and compliance with...

In California, Not Every Merger Is A "Reorganization"

Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law.   The CGCL recognizes two other types of "reorganizations".  One of...

Why The Term Of "Debt Securities" Matters

The California General Corporation Law defines three types of "reorganizations" - a merger reorganization, an exchange reorganization, and a sale-of-assets reorganization.  Cal. Corp. Code § 181.    A "sale-of-assets reorganization" is defined as...

You Won't Find This "Bedrock" Delaware Doctrine In California Case Law (At Least Not Yet)

In Orzeck v. Englehart, 195 A.2d  375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal Significance".   Warner...

California's Myopic Definition Of "Subsidiary"

Section 189 of the California General Corporation Law defines "subsidiary" as follows:

What Makes "Common Shares" Common?

California's General Corporation Law refers to "common shares" rather than "common stock".  What makes shares shares "common shares"?  Section 159 defines "common shares" as "shares which have no preference over any other shares with respect to...

California Bill Aims To Create Additional Conversion Options

The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7).    The GCL, however, does not permit a corporation to convert to a foreign other business entity (Section...

Senator Jones Introduces Bill To Provide Cures For Incurable Corporate Acts

Some corporate actions defy a cure.  Other states, notably Delaware and Nevada, have taken action to provide cures for the incurable.  Last year, the Corporations Committee of the Business Law Section of the California Lawyers Association...

V.C. Laster Says Stockholder Approval Is Not Required, What Would California Say?

John Jenkins at DealLawyers.com took note yesterday of an interesting ruling by Vice Chancellor J. Travis Laster in  Stream TV Networks v. SeeCubic, C.A. No. 2020-0310-JTL (Dec. 8, 2020).   On issue in the case was whether Section 271 of the...

1 2 3 4 5