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CALIFORNIA CORPORATE & SECURITIES LAW

Is “Whistle-Blow” A Bad Word?

If someone send an email stating that they hope that they might whistle-blow on you, have you been libeled?  Los Angeles County Superior Court Judge Terry A. Green thought so, reasoning that “People don’t whistle-blow fun, nice things that are meaningless. People whistle-blow wrongdoing. . . . And the word whistle-blow . . . causes me to read it in a…

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Private Email Woes Infect The Private Sector

Vice Chancellor J. Travis Laster’s ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their “private” emails may not be so private.  The ruling addressed Amalgamated Bank’s demand to inspect the books and records of Yahoo! pursuant to Section 220 of the Delaware General…

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Email Notice Without Consent Is Not Notice

The California General Corporation Law unequivocally authorizes the giving of notice of stockholder meetings by electronic transmission.  Section 601(b) provides “Notice of a shareholders’ meeting or any report shall be given personally, by electronic transmission by the corporation . . .”.  The statute further provides that notice is deemed to have been given when sent…

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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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Electronic Mail Requires Consent And Cicero’s Guide To Electioneering

Even before the advent of the personal computer, people were talking about electronic mail.  See this March 1973 issue of Popular Science.  They weren’t discussing e-mail, but facsimile transmission.  Although people still send documents by facsimile, other forms of electronic mail have been developed and proven even more popular. More than three decades were to…

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Did The California Legislature Dip Into The Future And See Email?

California Corporations Code § 1600 grants a shareholder or group of shareholders holding specified percentages of a corporation’s outstanding voting shares the absolute right to inspect and copy the corporation’s “record of shareholders’ names and addresses and shareholdings”.  The the legislature enacted this statute in 1975, long before e-mail was widely known or used.  Thus,…

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