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CALIFORNIA CORPORATE & SECURITIES LAW

Does California Corporate Law Really Govern 20% of All Public Companies?

On Tuesday, the Deal Professor (aka Berkeley Law School Professor Steven Davidoff Solomon) wrote an interesting column for The New York Times’ Dealb%k.  According to the Professor, California is the headquarters state for 20% of all companies with securities listed on the New York and Nasdaq stock exchanges.  He finds this number particularly impressive in light…

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Some California General Corporation Law Nonsense

Recently, I gave a brief presentation concerning various provisions of the California General Corporation Law that could apply to corporations incorporated outside of California.  I emphasized that the CGCL defines the terms “corporation”, “domestic corporation”, “foreign corporation” and “foreign association” and that it is important to pay attention to these definitions when reading the CGCL.…

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Court Of Appeal Holds Breach Of Fiduciary And Conflict Of Interest May Be Grounds For Summary Election Challenge

Section 709 of the California Corporations Code creates a summary procedure that allows any shareholder or any person who claims to have been denied the right to vote to petition the Superior Court for a determination of the validity of any election or appointment of any director.  The court may determine the person entitled to the office of…

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But Wait, California May Require Even More In Annual Reports To Shareholders

Yesterday’s blog discussed California’s requirement that many domestic and foreign corporations send financial statements to their shareholders.  If a corporation has 100 or more holders of record (determined in accordance with Section 605), then the annual report must also provide a brief description of the following: Any transaction during the previous fiscal year involving an amount in excess…

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California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. One example is Section 1501(a) which requires the board to cause an annual report to be sent to shareholders.  This report must include a balance sheet…

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There’s Something About Section 800 And ISS Adds Panelist

What’s So Different About Section 800? California Corporations Code Section 800 governs derivative lawsuits.  Yesterday, I wrote about the fact that the California legislature has made Section 800 expressly applicable to foreign corporations (as defined in Section 171).   Is this an academic point or can it matter? One key difference may be that Section 800(c)…

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