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CALIFORNIA CORPORATE & SECURITIES LAW

Plowing Through The Ambiguities Of California’s Record Date Statute

Corporations Code Section 603(a) provides the basic authority for shareholders of California corporations to take action by written consent (unless the articles provide otherwise).  Section 701 establishes the rules for determining the record date for corporate actions involving shareholders, including shareholder action by written consent.  Although the mechanics of establishing a record date may seem so mundane as to…

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Why Is There No Withhold Box?

The Securities and Exchange Commission has long required that a form of proxy relating to matters other than election to office provide a means to specify by boxes a choice between approval or disapproval of, or abstention with respect to, each separate matter to be voted on at the meeting.  Rule 14a-4(b)(1).  More recently, the SEC in…

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