California Corporate & Securities Law

Yesterday, the Securities and Exchange Commission proposed amendments to Rule 14a-8, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain procedural and...

Chapter 22 of the California General Corporation Law is devoted to crimes and penalties.  Some of these crimes are surprising.  Section 2252, for example, imposes criminal liability on every person who "signs to any subscription or agreement the...

Delaware has enacted a business trust law that governs both domestic and foreign trusts.  12 Del. Code § 3801 et seq.  California has no similar law but it does purport to impose certain provisions of its General Corporation Law on business...

Yesterday's post parsed the definition of "subsidiary" in Corporations Code Section 189.  Because a subsidiary must be a corporation as defined in Section 162, a subsidiary cannot be a foreign corporation, as defined in Section 171.  The legislature...

The California legislature was so upset by the Supreme Court's decision in Citizens United v. Federal Election Commission, 558 U.S. 310 (2010) that it passed a resolution memorializing its disagreement and asseverating that "Corporations are not...

A recent post by Broc Romanek linked to a MarketWatch article critiquing the new Long Term Stock Exchange.  The article mentions that "The LTSE has also proposed 'long-term voting rights,' wherein a shareholder’s voting power is commensurate with...

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...