Under Section 1030 of the California Code of Civil Procedure, a defendant may at any time apply to the court by noticed motion for an order requiring the plaintiff to file an undertaking to secure an award of costs and...more
Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1186, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a...more
It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine. See, e.g., Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851...more
I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following...more
Earlier this week, Senator Melissa Hurtado amended her placeholding bill, SB 738, to flesh out her proposed Corporate Transparency Act. As amended, the bill would require foreign corporations that register to transact...more
Yesterday's post discussed a recently introduced bill that would amend California's Political Reform Act of 1974, among other things, to prohibit contributions by a "foreign-influenced business entity", as defined, in...more
The California legislature is currently in recess and is scheduled to reconvene on January 4. However, some bills have already been introduced, including AB 83 (Lee & Kalra), which would enact the "Get Foreign Money Out of...more
Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State. A foreign...more
After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens. Even though Mr. Mallory...more
Conversions will soon be less cumbrous for California corporations. Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of...more
This week, the U.S. Supreme Court heard oral arguments in National Pork Producers Council v. Ross (Docket No. 21-468). The case involves a challenge to 2018 proposition that, among other things, forbids the sale of "any...more
I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish. It there fore may be no surprise that in California a business trust may be a foreign corporation. Corporations...more
At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies...more
Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code. That statutes provides that “no action shall be instituted or maintained...more
Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met. One of these tests, the so-called "business...more
In 2012, the voters of California approved Proposition 39 which established a Clean Energy Fund for the purpose of "funding projects that create jobs in California improving energy efficiency and expanding clean energy...more
I recently came across and was baffled by the following decision...more
California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met...more
As has been discussed many times in this space, the California General Corporation law purports to govern foreign corporations in a number of respects. One such provision is Section 208 of the Corporations Code which apples...more
California famously purports to impose numerous provisions of its General Corporation Law on corporations formed in other states when two tests are met. Cal. Corp. Code § 2115. The first of these tests is determined by...more
When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized. In California, the merger will be...more
The California General Corporation Law defines "foreign association" as a business organization organized as a trust under the laws of a foreign jurisdiction. Cal. Corp. Code § 170. For purposes of Chapter 21 of the GCL, a...more
Earlier this month, I wrote about a California bill, SB 260, that would impose greenhouse gas emissions disclosure obligations on "publicly traded domestic corporations" and "publicly traded foreign corporations". That bill...more
Every publicly traded California corporation and every publicly traded foreign corporation that is registered with the California Secretary of State to transact intrastate business must file an annual Corporate Disclosure...more
In this post, I questioned the accuracy of the California Secretary of State's definition of "publicly held corporation", a term that is used in both the female and underrepresented communities quota statutes. Cal. Corp....more