California Corporate & Securities Law

Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation. Subdivision (c) of that statute provides that a consent may be revoked...

California's Nonprofit Corporation Law consists of three separate laws - the Nonprofit Public Benefit Corporation Law, the Mutual Benefit Corporation Law, and the Religious Corporation Law. Each of these laws authorizes a corporation to admit...

Often a club or other will begin informally without formal incorporation. In California, such an unincorporated club or group, whether organized for profit or not, is classified as an "unincorporated association" and it will be governed by...

A recent holding by the Second District Court of Appeal is a cautionary tale for directors who fail to acquiesce to a director's removal from the board.  Association for Los Angeles Deputy Sheriffs v. Macias, 63 Cal. App. 5th 1007 (2021). The case...

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

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...

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...

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 § 5151(c)(3)....

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...