The California Uniform Partnership Act of 1994 permits, but does not require, a general partnership to file a statement of partnership authority with the California Secretary of State's Office. Cal. Corp. Code § 16303. ...more
As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock". Common shares are shares that have no preference over other shares with respect to...more
Gertrude Stein's 1933 book The Autobiography of Alice B. Toklas is well known. Her 1937 sequel, Everybody's Autobiography, is not. Despite the relative obscurity of Everybody's Autobiography, one line of the book is known...more
A recent decision by the Nevada Supreme Court highlights the definition of "sale" in Section 25017 of the California Corporations Code. The suit arose from the plaintiff's claim that certain facts were not disclosed to him...more
The California General Corporation Law includes two provisions providing relief when a director is incompetent and/or felonious. Section 302 of the Corporations Code permits the board of directors to declare vacant the...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 corporation or limited liability company fails to pay its taxes, penalties, fees or interest or file a return with the Franchise Tax Board, it will be suspended. If the suspended corporation or LLC enters into a...more
In this post, UCLA Law School Professor Stephen Bainbridge quibbles my description of Delaware's two-step approach to the special litigation committee defense in derivative suits. In particular, he points out that Delaware...more
Under the California General Corporation Law a corporation which is dissolved nevertheless continues to exist for the purpose, among others, of prosecuting actions. Cal. Corp. Code § 2010(a). Further, no action to which a...more
Several provisions of California's Nonprofit Public Benefit Corporation Law confer standing on an officer, director, or member. See Sections 5142, 5223, 5233, and/or 5710. In an opinion issued yesterday, the Court of...more
Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations. This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to proceedings for...more
Yesterday's post observed that Chapter 5 of the California General Corporation Law does not apply to proceedings for winding up and dissolution of a California corporation under either Chapter 18 (involuntary dissolutions)...more
Chapter 5 of the California General Corporation Law imposes specific limitations on distributions to shareholders, as defined in Section 166. When a corporation is wound up and dissolved, whether the dissolution is...more
Several provisions of the California General Corporation Law provide for "special proceedings" in the Superior Court. One such provision is Section 1800 which allows certain persons to bring an action for the involuntary...more
Dissenters' rights under California's General Corporation Law do not exist unless there are "dissenting shares", a term defined in Section 1300(b) of the California Corporations Code. In order to qualify as "dissenting...more
Nevada's corporation law is quite protective of directors and officers. Following the Delaware Supreme Court's decision in Smith v. Van Gorkum, 488 A.2d 858 (1985), the Nevada legislature amended the law to allow for...more
The California General Corporation Law imposes an intricate set of rules with respect to shareholder approval of reorganizations (defined in Section 181). In general, the GCL requires that the principal terms of a...more
Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law. The CGCL recognizes two other types of...more
7/27/2021
/ Board of Directors ,
California ,
Chapter 11 ,
Corporate Counsel ,
Corporate Governance ,
General Corporation Law ,
Mergers ,
Reorganizations ,
Sale of Assets ,
Shareholders ,
Short-Form Mergers
Yesterday's post discussed the Court of Appeal's holding in Ramirez v. Gilead Sciences, Inc., 2021 Cal. App. LEXIS 558, that a beneficial owner has no right to inspect corporate records under California Corporations Code...more
Corporations Code Section 1601(a) unambiguously bestows on shareholders the right to inspect the accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any...more
Professor Stephen Bainbridge's blog yesterday highlighted a recent article by his Sung Hui Kim entitled "Do Lawyers Make Good Gatekeepers?" In answering this question, Professor Kim distinguishes between in-house and outside...more
Cal. Serv. Emples. Health & Welfare Trust Fund v. Greenbox Servs. LLC, 2021 U.S. Dist. LEXIS 93477 involved a plaintiff's attempt to serve a limited liability company. After thrice failing to serve personally the LLC's...more
In Orzeck v. Englehart, 195 A.2d 375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal...more
In 2004, the California legislature enacted an unincorporated associations law as part of the Corporations Code. Cal. Stats. 2004, ch. 178 (SB 1746). At the time, the law governing unincorporated associations consisted of...more
Last Friday's post addressed Vice Chancellor Slights' novel ruling that outsider reverse veil piercing is an equitable remedy that is available in Delaware. Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch....more