California Corporate & Securities Law

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...

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 1949,...

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

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, mutual...

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...

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...