In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation. The Form 8-K filed by this company included the following statement...more
Last summer, bankers and the lawyers who advise them breathed a collective sigh of relief when the Second Circuit Court of Appeals upheld a U.S. District Court's opinion that notes in a bank syndicated loan were not...more
A recent ruling by U.S. District Court Judge Anthony J. Battaglia addresses whether demand futility is an affirmative defense that must be asserted in an answer or raised in a motion to dismiss. In re Franklin Wireless, 2024...more
The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law. In fact, the Corporations Code...more
In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies...more
I recently discussed whether chat messages constitute "minutes" of a meeting. A related question is whether emails constitute a meeting....more
California Corporations Code Section 25118(b) provides an exemption from the state's usury limitations for loans. The exemption is subject to several conditions. One condition is the existence of either a preexisting...more
4/15/2024
/ Borrowers ,
California ,
Cartels ,
Corporations Code ,
Financial Institutions ,
Financial Services Industry ,
Financing ,
Lenders ,
Loans ,
Money Laundering ,
Securities ,
Usury
Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more
Part 5 of the California Corporate Securities Law of 1968 sets forth a number of fraudulent and prohibited practices. One of these practices is to "to offer or sell a security in this state, or to buy or offer to buy a...more
Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends"....more
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more
To non-lawyers, a "person" is usually understood to refer to a human being. At law, entities such as corporations and limited liability persons are often endowed with personhood. See, e.g., Cal. Corp. Code § 18 ("'Person'...more
The California Corporations Code allows for the incorporation of a corporation sole by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church, for the purpose...more
Last month, California State Senator Monique Limón introduced a bill, SB 1168, that would endow the California Secretary of State with the power to cancel the articles of a domestic corporation or the filing of a statement...more
Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick. In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled...more
Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies...more
3/1/2024
/ B Corporation ,
Board of Directors ,
California ,
Corporate Governance ,
Corporate Officers ,
Corporations Code ,
Directors ,
Nonprofits ,
Proxy Statements ,
Public Benefit Corporation ,
Public Benefit LLCs ,
Shareholders
Section 17707.08(c) of the California Corporations Code provides...more
Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave"...more
Over the years, I have been frequently called to assist in cases of wrongful termination. Rarely have I encountered the converse - the formation of an entity using a stolen identity. Fortunately, the Civil Code has created a...more
Section 25401 of the California Corporations Code declares generally declares unlawful to make false statements of a material fact or or omit material facts when buying or selling a security. It is therefore similar to Rule...more
Part 3 of Title 3 of the California Corporations Code is comprised of four statutes governing "joint stock associations". Oddly, the Corporations Code makes no attempt to define the term and it does not appear in any other...more
To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more
Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017...more
Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023). This was a case that...more
Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more