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CALIFORNIA CORPORATE & SECURITIES LAW

Can Pseudo-Foreign Corporations Exonerate Their Directors?

Corporations Code Section 2115 is not an easy read.  Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute: Section 2115 was enacted as part of a comprehensive revision of the Corporations Code in the mid-1970s.  The section addressed so-called pseudoforeign corporations—entities incorporated outside California, but that meet two…

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Supreme Court Holds California’s Survival Statute Inapplicable To Delaware Corporation

Section 278 of the Delaware General Corporation in effect limits suits against dissolved corporations to a period of three years from dissolution.  In contrast, Section 2010 of the California Corporations Code sets no time limitation for suing a dissolved corporation.  As the Supreme Court explained in Peñasquitos, Inc. v. Superior Court, 53 Cal. 3d 1180,…

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