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Who May Adjourn A Shareholders' Meeting?

"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)....

General Corporation Law

California Corporations And Convertible Shares

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...

General Corporation Law

ISS Staffers Publish Questionable Conclusions Regarding California's New Gender Quota Law

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...

General Corporation Law

Court Rules That Non-Innocent Agent Must Be Indemnified

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...

General Corporation Law

Does California's Gender Quota Law Apply To All Foreign Corporations?

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...

General Corporation Law

Just How Significant Is A Corporation's "Principal Executive Office"?

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...

General Corporation Law

Do Ineffective Internal Controls Expand A Shareholder's Right Of Inspection?

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,...

General Corporation Law

How A Voting Shift Can Cut Short A Director's Term

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,...

General Corporation Law

Shareholder Approval And Share Exchange Tender Offers

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...

General Corporation Law

California's Obscure Regulation of Share Exchange Tender Offers

In 1989, the California legislature decided to define "share exchange tender offer" in the General Corporation Law.  Section 183.5 defines the term to mean:

"any acquisition by one corporation in exchange in whole or in part for its equity...

General Corporation Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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