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CALIFORNIA CORPORATE & SECURITIES LAW

A Shareholder Consent In Its Dotage May Or May Not Be Valid

California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent: Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, as specified in [Corporations Code] Section 195, setting…

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Is This Proposed Amendment To Delaware’s Stockholder Consent Statute Really Needed?

Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent.  The Corporation Law Section of the Delaware State Bar is proposing a parallel amendment to Section 228(c) of the DGCL to allow for springing stockholder consents.  The proposed amendment…

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This Proposed Amendment To DGCL Section 141(f) Is A Curate’s Egg

In AGR Halifax Fund, Inc. v. Fiscina, 743 A.2d 1188 (1999), the Delaware Court of Chancery was asked to decide whether a consent given by persons before they became directors could become effective if delivered to the corporation after they became directors.  The court said “no”.  See “Tis Well Consented” Vel Non.  Now, the Corporation…

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Legislature Repeals Subversive Organization Registration Law And Loosens Advance Notice Requirement For Reorganizations

Just over a year ago, I posted this piece on California’s World War II era Subversive Organization Registration Law.  A few months later, the Assembly Committee on Judiciary suddenly introduced a bill, AB 1405, to repeal the law.  This may have been pure coincidence, but the Committee analysis provides much the same information as my blog…

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Can A Director Consent By Email?

The California General Corporation Law authorizes board action by written consent.  Cal. Corp. Law § 307(b).  Sometimes, I’ve been asked about signing an email consent.  Section 17 of the Corporations Code (which governs, but is not part of the General Corporation Law) doesn’t provide a very helpful definition of “signature”.  Section 17.1 was added because the…

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