California Corporate & Securities Law

California Corporations Code Section 409(e) imposes a duty on the board of directors to determine "the fair value to the corporation in monetary terms of any consideration other than money for which shares are issued". Does a board's failure to make...

Cydney Posner at Cooley LLP wrote last week about a new challenge to California's Board Gender Quota law.  The lawsuit, Creighton Meland v. Alex Padilla, Secretary of State of California,was reportedly filed in federal district court in California...

As noted yesterday, the Securities and Exchange Commission has proposed to amend Rule 14a-8 to modernize "the process for shareholder proposals to be included in a company’s proxy statement". Among other things, the SEC is proposing to amend the...

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 name...

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 trusts. 

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 how...