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...more
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 -...more
Chapter 1 of the General Corporation Law includes numerous defined terms, including "corporation", "domestic corporation", and "foreign corporation". Having taken care to define these terms, however, the legislature...more
A foreign corporation that transacts intrastate business in California must first obtain a certificate of qualification from the California Secretary of State by filing a statement of designation. Cal. Corp. Code § 2105(a)....more
The California legislature has directed the Secretary of State to publish a report by March of next year on the number of corporations that are in compliance with the state's unique board gender quota law. The legislature has...more
7/18/2019
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Form 10-K ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Woman Board Members
California's new female director quota requirement applies to publicly held domestic or foreign corporations with their principal executive offices located in California. Cal. Corp. Code §§ 301.3 & 2115.5. California's older...more
7/11/2019
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Last Friday, the Sixth District Court of Appeal held that a corporation's recording of a an abstract of judgment while suspended was a procedural matter that was retroactively validated when its corporate powers were...more
California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must...more
California's fictitious business name law is ostensibly intended to make available to the public the identities of persons doing business under the fictitious name. In general, the law requires a local filing of a fictitious...more
"Whereof what's past is prologue, what to come"
Youngevity Int'l v. Smith, 2019 U.S. Dist. LEXIS 31526 involved cross motions to dismiss a claim for breach of fiduciary duty. The plaintiff, a Delaware corporation, argued...more
California's Administrative Procedure Act requires that a state agency follow a rigorous notice and comment process when adopting a regulation. Although the APA broadly defines "regulation", forms are excepted. Gov't Code...more
California's gender quota law took effect on January 1 of this year. Cal. Stats. 2018, Ch. 954 (SB 826 (Jackson)). By December 31, 2019, a publicly held domestic or foreign corporation whose principal executive offices,...more
United States District Court Judge Haywood S. Stirling, Jr. yesterday blocked a stockholder's attempt to use California's shareholder inspection statute to gain access to a corporation's "books and records and minutes of...more
2/12/2019
/ Books & Records ,
Corporate Governance ,
Corporations Code ,
Derivative Suit ,
Discovery ,
Facebook ,
Foreign Corporations ,
Inspection Rights ,
Motion To Stay ,
Petition for Writ of Mandate ,
Principal Executive Office (PEO) ,
Shareholder Rights ,
SLUSA
Doing Business - Chapter 80 -
Before commencing or doing any business in Nevada, NRS 80.010 requires a foreign corporation to file with the Nevada Secretary of State...more
Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more
1/11/2019
/ Articles of Incorporation ,
Board of Directors ,
Board Vacancies ,
Bylaws ,
Constitutional Challenges ,
Corporate Governance ,
Corporations Code ,
Foreign Corporations ,
Gag Rule ,
Minority Shareholders ,
Securities and Exchange Commission (SEC) ,
Shareholders
SB 826 (Jackson) is reputably the first state law requiring publicly held corporations to have a minimum number of female directors. It is generally assumed that the law applies only to those publicly held domestic and...more
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...more
A foreign corporation registering with the California Secretary of State to transact intrastate business must, among other things, designate an agent for service of process in California. Does this amenability to service...more
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...more
In the waning hours of the current session, the California legislature passed a bill that will impose gender quotas on publicly held domestic or foreign corporations whose principal executive offices, according to the...more
Section 2116 of the California Corporations Code generally provides that the directors of a foreign corporation transacting intrastate business in California will be liable for a violation of official duty according to any...more
Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry...more
Senator Hannah-Beth Jackson's effort to mandate the number of female directors recently passed out of the Senate Committee on Judiciary. That should not be too surprising as Senator Jackson chairs the committee. The bill's...more
Last spring, a derivative suit was filed in California Superior Court against certain of current and former directors and officers of Yahoo!, Inc. alleging breach of fiduciary duty in connection with the company's widely...more
Recently, I happened across a summary of the “key features” of a corporation on the California Franchise Tax Board’s website. Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg...more