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 sponsored...

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...

The German Empress And "She"

Anyone drafting a legal document will at some time or another have to deal with the problem that English personal pronouns refer to the perceived biological gender of its referent.  Historically, attorneys tended to use male personal pronouns...

California's Corporation Code, You'll Find No Epidemics Or Pandemics There

Protasis

Does Section 415 Derogate The Exclusivity Of The Appraisal Remedy?

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...

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