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CALIFORNIA CORPORATE & SECURITIES LAW

Valid Reasons May Exist For Reincorporating In Delaware, But This Isn’t One Of Them

I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware.  One company in a recently filed proxy statement made the following claim (among others): Enhanced Flexibility to Engage in Stock Repurchase Programs. The Company will have an enhanced ability to make distributions to its shareholders (i.e.,…

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A Miscellany For The Head Of The Year

Unincorporated Associations Earlier this week, I wrote this post about California’ unincorporated association law.   An unincorporated association is a group of two or more “persons” (Section 18030) joined by mutual consent for a common lawful purpose, whether organized for profit or not.  Corporations Code Section 18035(a).  Joint tenancy, tenancy in common, community property or other…

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Soon It Will Be Easier For California Corporations To Make Distributions To Shareholders

Chapter 5 of the Corporations Code establishes various limitations on distributions by California corporations.  The term “distributions to its shareholders” is itself defined in Section 166.  The question of appropriate limitations on dividends and other corporate distributions is not new.  Even Samuel Clemens (aka Mark Twain) wrote about “cooked dividends” and got into a great…

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It’s June 6 – Do You Know Where Your Bills Are?

In the late 1960’s, New York television station WNYW began its 10:00 p.m. news broadcast with “”It’s 10:00 p.m. … Do you know where your children are?” Since last Friday was the deadline under Joint Rule 61(a)(8) for bills to leave their house of origin, I’m devoting this post to the status of some pending…

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