Grammatical Gender And The General Corporation Law

Many, but not all languages, employ grammatical gender.  Anyone who has studied Spanish or German will know that grammatical gender is essential and can be unrelated to biological sex.  For example, el vestido is a masculine noun even though it denotes an article of clothing historically worn by women.  I still recall my High School Latin teacher explaining that even though a Roman legion was comprised of thousands of

Do You Proffer, Profer, or Prefer A Complaint?

Section 10404 of the California Corporations Code provides that corporations for the prevention of cruelty to animals may “proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of any law relating to or affecting animals”.  Although the statute confers on these corporations remarkably broad quasi-governmental enforcement authority, I want to

What The Legislature Doesn’t Know About Bees Could Fill A Blog

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As a once and future beekeeper, I’m bemused by the California legislature’s inept efforts to legislate apiculture.  Section 29414 of the California Food & Agricultural Code, for example, defines “honeybees” as ” honey-producing insects of the genus Apis mellifica”.  There are at least two mistakes in this short definition. Keep Forests Clean, Often Fires Get Started First, Apis

Shares “Of” Or “In” The Corporation?

A colleague recently asked: “Which is correct – shares in the corporation or shares of the corporation?”  There are two approaches to answering the question – prescriptive and descriptive. I couldn’t find any authoritative prescriptive answer.  It seems to me that the question turns on the meaning of the prepositions “in” and “of”. The preposition

When A Corporation May Not Be A Corporation At All

The California General Corporation Law separately defines “corporation” and “domestic corporation”.   The definition of “domestic corporation” is straightforward, the definition of “corporation” is not.  In most cases, a corporation will also be a domestic corporation, but in some cases a “corporation” may not even be a corporation at all! A “domestic corporation” is simply a corporation formed under the laws of the State

There Two Ways To Create An Obligation And Six Ways To Extinguish It

California defines an “obligation” as “a legal duty, by which a person is bound to do or not to do a certain thing.”  Cal. Civ. Code § 1427.  An obligation is created in one of two ways: by contract or by operation of law.  Cal. Civ. Code § 1428.  The Civil Code, however, provides six different means

California Supreme Court Decides To Admit Chinese Immigrant After All

I’ve taken a special interest in following the case of Hong Yen Chang (no known relation to my son-in-law).  Mr. Chang arrived in the U.S. in 1872 and graduated from Yale and then Columbia Law School.  Initially, he was refused admission to the New York Bar, but after having obtained a certificate of naturalization, he

Let’s Get This Straight, A URL Is Not An Address (At Least In This Case)

Technology continues to challenge the law.  For example, what does it mean for someone to have an address?  Is that where a person is physically located or where that person can be found in cyberspace?  Such were the questions confronting the Appellate Division of the Superior Court of Los Angeles in Foster v. Williams, Case

If A Tree Falls In The City, Is It Serving A Public Purpose?

Today’s posting has nothing to do with corporate law and everything to do with trees.  On November 30 and December 1, 2011, the City of Pasadena experienced an unusually violent windstorm.  Wind speeds in excess of 100 miles per hour were recorded within the city, toppling over 5,000 municipally owned trees.  See Pasadena Tree Failure