A California corporation or a foreign corporation that has registered to transact intrastate business in California may be required to file either one or two annual statements with the Secretary of State. It may also be...more
The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7). The GCL, however, does not permit a corporation to convert to a foreign other...more
Chapter 22 of the California General Corporation Law specifies a number of crimes that may be committed by corporations and/or their directors, officers or agents. The penalties for some violations can be significant. For...more
In a recent ruling involving a motion to confirm an arbitration award involving a default, Judge Vince Chhabria asked the plaintiff for supplemental briefing on whether the defendant had been properly served. Tetronics Int'l...more
A foreign corporation registering to transact intrastate business in California must disclose, among other things -
- The street address of its principal executive office.
- The street address of its principal office in...more
No statutory authority exists in California for a foreign corporation that is qualified to transact intrastate business in California to amend the state or place of domicile. A foreign corporation desiring to make this...more
A week ago today, Kevin LaCroix wrote about the potential liability of directors of financially stressed companies. Kevin's piece focused on Delaware law and makes no mention of the state of the law here in California....more
The legislation creating California's female director board quota requires the Secretary of State to publish on his Internet website a report no later than March 1, 2020 a report of the following...more
3/5/2020
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Disclosure Requirements ,
Diversity ,
Foreign Corporations ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
In a move that may not please Postmaster General Megan G. Brennan, California Assembly Member James Gallagher has introduced a bill that would effectively require every limited liability company and every foreign limited...more
In a ruling handed down this week, U.S. District Judge Lawrence J. O'Neill addressed whether California law applied to derivative claims apparently brought on behalf of an Oregon entity. I found Judge O'Neill's ruling...more
Chapter 11.5 of the California General Corporation Law currently authorizes the conversion of a corporation into an "domestic other business entity" (defined in section 167.7) such as a limited liability company or a...more
Corporations Code Section 301.3(a) provides:
"No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K...more
12/20/2019
/ Administrative Procedure Act ,
Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Form 10-K ,
General Corporation Law ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Statutory Interpretation ,
Woman Board Members
Earlier this week, I wrote about two provisions of the California Corporations Code (Sections 2110 and 2111) addressing service on foreign corporations. Technically, these provisions may only apply to foreign corporations...more
Yesterday's post discussed how to effect service on a foreign corporation. Two of three statutory options relate to service on an agent of the corporation. What if an agent cannot be found? Mirabile dictu! The GCL provides...more
Due process requires proper notice. Without notice, all may be for naught. James Joyce's alter ego, Leopold Bloom, took note of this fact in the Cyclops chapter of Ulysses...more
Earlier this week, Kevin M. LaCroix wrote about a lawsuit filed recently against The We Companies, commonly referred to as WeWork. The company has attracted a lot of press attention when in September it withdrew the...more
11/14/2019
/ Board of Directors ,
Breach of Duty ,
Corporations Code ,
Derivative Suit ,
Fiduciary Duty ,
Foreign Corporations ,
Initial Public Offering (IPO) ,
Injunctive Relief ,
Pleading Standards ,
Registration Statement ,
Shareholders
I wrote that the California General Corporation Law defines "foreign corporation" to include, for some but not all purposes, business associations organized as trusts under the laws of a foreign jurisdiction. Cal. Corp. Code...more
Delaware has enacted a business trust law that governs both domestic and foreign trusts. 12 Del. Code § 3801 et seq. California has no similar law but it does purport to impose certain provisions of its General Corporation...more
Yesterday's post parsed the definition of "subsidiary" in Corporations Code Section 189. Because a subsidiary must be a corporation as defined in Section 162, a subsidiary cannot be a foreign corporation, as defined in...more
The California General Corporation Law defines a "subsidiary" of a specified corporation to be a "corporation shares of which possessing more than 50% of the voting power are owned directly or indirectly through one or more...more
The Securities and Exchange Commission's Form 10-K requires disclosure of a company's "principal executive offices". The SEC, however, provides no definition of what constitutes a company's "principal executive...more
California's Revised Uniform Limited Liability Company Act includes two separate provisions validating notes, mortgages, evidences of indebtedness, contracts, certificates, statements, conveyances or other written instruments...more
California's new board gender quota law places great weight on the location of a corporation's principal executive offices. The law applies to a publicly held foreign corporation when its principal executive offices,...more
8/26/2019
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Form 10-K ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
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...more
Until I happened upon a working paper by Professors Martin Gelter and Lécia Vicente, I had not encountered the notion of abusing a corporation merely by choosing where to incorporate it. The authors describe abuse as...more