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CALIFORNIA CORPORATE & SECURITIES LAW

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Inspecting Foreign Corporation Shareholder Lists

Recently, I’ve written about the “absolute” right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600.  Readers at, or representing, foreign corporations may have skipped these posts as inapposite to their circumstances.  That could be a mistake.

A foreign corporation may be subject to Section 1600 if it meets the conditions set forth in Section 2115(a) of the California Corporations Code.  Many foreign corporations meeting those conditions escape the application of Section 2115 because they have outstanding securities listed on the New York Stock Exchange, the NYSE Amex, the NASDAQ Global Market or the NASDAQ Capital Market.  However, those seemingly exempt corporations may nevertheless be subject to Section 1600.  Section 1600(d) provides that the statute applies to “any foreign corporation having its principal executive office in this state [i.e., California] or customarily holding meetings of its board in this state”.  Consequently, a large number of publicly traded corporations are subject to Section 1600 even though they (i) are incorporated outside of California; (ii) are exempt from Section 2115; and (iii) have securities listed on a national securities exchange.

Secretary of State Releases Online Digital Collection of 19th Century California Trademarks

Last week, the California Secretary of State’s office announced that it is making available online a collection of 19th century trademarks filed under California’s trademark law.  Below is one example of a mark filed J. Adolf Boyken of San Francisco in 1882.

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Courtesy of California State Archives.

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