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Is A Breach Of Fiduciary Duty A Violation Of State Law?

California Labor Code Section 1102.5 protects employees from certain retaliatory acts by their employers.  Subdivision (b) of the statute provides:

"An employer, or any person acting on behalf of the employer, shall not retaliate against an...

nonprofit corporation law, Whistleblowers

Court Finds This Triptych Sufficient To Establish A Director's Breach Of Fiduciary Duty

Yesterday's post discussed one aspect of the Court of Appeal's holding in Coley v. Eskaton, 2020 Cal. App. LEXIS 629.  The case involved a homeowner's lawsuit against two directors of the homeowner's association and their employers.  Among other...

nonprofit corporations, nonprofit corporation law, Corporate Governance

Director Found To Have Breached His Fiduciary Duty By Sharing Corporation's Privileged Information With His Personal Attorney

A homeowner in a common interest development sued the homeowner association and two of its directors and the directors employers.  The directors were employed by two related companies engaged in the development and support of common interest...

nonprofit corporations, nonprofit corporation law, nonprofit mutual benefit, Corporate Governance

Court Interprets Bylaw Qualification Requirement For Directors

The California Corporations Code authorizes the bylaws to include a provision specifying the qualifications of directors.  Cal. Corp. Code § 212(b)(4).  A similar provision can be found in the Nonprofit Corporation Law.  Cal. Corp. Code §...

nonprofit corporation law

Court Holds No "Continuous Director" Status Required Under Nonprofit Law

The California Supreme Court has imposed a continuous ownership requirement for shareholder derivative suits under California Corporations Code Section 800.  Grosset v. Wenaas, 42 Cal. 4th 1100 (2008).  Thus, a shareholder must maintain continuous...

nonprofit corporation law

The Vote Was 21 to 20; So Why Didn't This Motion Pass?

San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush.  At the time, China was ruled by an emperor.  After the abdication of the Emperor Pu Yi in 1912, China became the Republic of China.  In...

nonprofit corporation law

Does The Business Judgment Rule Extend To A Board's Interpretations?

The California Supreme Court has adopted a rule of deference to most decisions made by community association boards:

"Where a duly constituted community association board, upon reasonable investigation, in good faith and with regard for the best...

nonprofit corporation law

Governor Green Lights Bill Authorizing Immortal Ex Officio Directors

California's Nonprofit Corporation Law embraces several different types of nonprofit corporations.  Part 1 of the Nonprofit Corporation Law includes provisions that are applicable to three categories of nonprofit corporations -  public benefit,...

nonprofit corporation law

A Corporation May Be A Corporation Sole But It Still Won't Have A Soul

Professor Stephen Bainbridge recently wrote about the nearly fifty year-old case of Roman Catholic Archbishop v. Superior Court, 93 Cal. Rptr. 338 (1971) in which the court rejected the plaintiff's claim that the Archbishop was the alter ego of a...

nonprofit corporation law

Multifarious Meanings of "Person"

Last Friday, I observed that the definitions of "person" found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious.  Section 18 of the Code, which applies to the...

nonprofit corporation law, person, revised uniform limited liability, uniform limited partnership act, Uncategorized, Corporations Code



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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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