To Gyre In Section 2115

Section 2115 is California's (in)famous pseudo-foreign corporation statute.  In general, the statute subjects a corporation that is not incorporated in California to numerous provisions of the California General Corporation law if the corporation...

Exceptions To Section 2115

Yesterday's post concerned the application Section 2115 of the California Corporations Code to parent and subsidiary corporations.  A foreign corporation that satisfies the business and shareholder tests of the statute will be subject to numerous...

Parents, Subsidiaries And Section 2115

California famously applies many of the provisions of its General Corporation Law to foreign corporations that meet the specific tests set forth in Corporations Code Section 2115.  The first of these tests is a business test - the average of the...

Court Of Appeal Finds No Right To Sue Directors In California

In July 2017, I wrote about Judge Brian C. Walsh's ruling that Delaware, not California, was the proper forum for suing the directors of a Delaware corporation based on the corporation's forum selection bylaw.  California Judge Honors Delaware...

Departing Is Such Sweet Sorrow: Some Things To Consider When You Leave California

California's recent enactment of a gender quota for boards of publicly held corporations may cause some of foreign corporations to consider moving the location of their principal executive offices.  The new law, Corporations Code Section 301.3, will...

Will California's New Gender Quota Law Apply Outside The United States?

Now that Governor Brown has signed SB 826 into law, companies area beginning to ask about its scope and application.  SB 826 imposes quotas on the number of female directors of publicly held corporations.  The law applies to domestic and foreign...

Delaware Corporation Headquartered In Utah Agrees To Buy Assets Of Another Delaware Corporation For Cash, So Why Does California Law Govern Shareholder Approval?

Overstock.com, Inc. is an on-line retailer with its principal executive offices located in Midvale, Utah.  Earlier this month, Overstock.com announced that it had agreed to buy the assets of Houserie, Inc.  Both companies are incorporated in...

What Every Delaware Unicorn Needs To Know About The California General Corporation Law

Recently, I came across a list of unicorns.  These are private companies with valuations of $1 billion or more.  I can't vouch for the accuracy of the list, but I did recognize many of the names.  Many of the companies on the list shared two...

What, Pray Tell, Is A "Foreign Corporation"?

Earlier this week, I wrote about Wellisch v. Pa. Higher Educ. Assistance Agency, 2017 U.S. Dist. LEXIS 40831 (N.D. Cal. Mar. 21, 2017).  The issue was whether the defendant, Pennsylvania Higher Education Assistance Agency, was required to register...

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