California/Delaware Symposium Next Friday In LA!
As a reminder, the Los Angeles County Bar Association’s annual California/Delaware Law Symposium is next week. Information on registration is available here.
In A Securities Fraud Action, The Date Of Filing May Determine Whether You Win Or Lose (And I’m Not Referring To The Statute Of Limitations)
Yesterday, I discussed one-half of the battle in Zalkind v. Ceradyne, Inc. Today, I address the securities law issues raised by Ceradyne’s cross-complaint. To recap, the Zalkinds (Stanley, Elizabeth and a limited partnership that they owned) sold assets to Ceradyne for stock and cash. The Zalkinds’ suit against Ceradyne for failure to timely register the stock was the subject of yesterday’s Read more...
Court of Appeal Upholds Contractual Limitations Period In Acquisition Agreement
Yesterday, the Fourth District Court of Appeal issued an opinion addressing two issues that should be of interest to the M&A community. Zalkind v. Ceradyne, Inc. involved a dispute concerning an asset purchase agreement. The Zalkinds (Stanley, Elizabeth and Quest Technology, LP, a limited partnership owned by them) agreed to sell all of Quest’s assets to Ceradyne, Inc. for cash and unregistered Read more...
Voting By Trustees
Often shares are held in the name of multiple trustees. For example, a corporation may issue shares to “Jane & John Doe, Trustees under the Doe Family Trust”. What if only Jane signs an action by written consent? Section 15620 of the California Probate Code provides as follows: Unless otherwise provided in the trust instrument, a power vested in two Read more...
Board Meetings And The “Annihilation of Distance”
Yesterday’s Wall Street Journal included an article by Joann S. Lublin about the increasing use of videoconferencing technology to hold board of directors meetings. One important question not addressed in the article is whether a board member who participates in a meeting by videoconference can be counted as “present”. Fortunately, the California legislature answered this question in 1995 when it Read more...
Comparing Books And Records Stockholder Inspection Rights In California, Delaware and Nevada
The right of a stockholder to inspect a corporate books and records was originally a common law right. California, Delaware and Nevada have since codified stockholder inspection rights. However, as summarized by the table below, these rights differ significantly amongst the three states. (This table doesn’t address what may be inspected which is a subject for another post.) It should Read more...
Restatements Reported To California Board On Downward Trend Overall
On June 30, 2002, President Bush signed the Sarbanes-Oxley Act into law (for a trip down memory lane, you can read Broc Romanek’s post reporting that momentous event here). Less than a month later, Governor Gray Davis signed AB 270 (Correa) into law. AB 270, one of several California laws enacted in the wake of the financial crises in 2001-2002, Read more...
Is A Sole Shareholder An Employer?
A corporate employer controls its employees. A sole shareholder controls the corporation. Is the shareholder an “employer”? A California Court of Appeal answered this question last week in Leek v. Cooper. In this case, several employees brought suits (two cases were consolidated for purposes of the opinion) against a California corporation and its sole shareholder alleging age discrimination and violation Read more...
California’s 50/90 Rule – When Being In Control May Mean That You’re Not
Many out-of-state practitioners are surprised to learn that California has special statutory provisions governing a merger when a constituent corporation (Section 161) or its parent (Section 175) owns, directly or indirectly, more than 50% of the voting power (Section 194.5) of the other constituent corporation prior to the merger. This is the so-called “50/90 Rule”. It can be found in the last sentence of Section 1101. Under Read more...
