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CALIFORNIA CORPORATE & SECURITIES LAW

Did The SEC Misapprehend The Meaning of “Will”?

Today is the close of the comment period on the Securities and Exchange Commission’s proposed rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which added Section 10D to the Securities Exchange Act of 1934.   Briefly, the proposed rules would “direct the national securities exchanges and national securities associations to establish listing…

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Should The Articles Of Incorporation Define “Officers”?

Today’s post is devoted to what may seem an unlikely question: should the articles of incorporation define “officers”?  This is an unlikely question because it is the bylaws that typically identify the titles of officers and their duties.  Cal. Corp. Code § 312(a).  Nevertheless, it occurs to me that in at least one circumstance, a…

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Section 2115, The Internal Affairs Doctrine And Mandatory Indemnification Of Successful Agents

Last Friday, I wrote in this post about mandatory indemnification of agents pursuant to California Corporations Code § 317(d).  California’s neighbor to the East, Nevada, also requires indemnification of agents in much the same terms as California.  NRS 78.7502(3).  Delaware, however has not mandated by statute the indemnification of agents or employees who are not directors or officers…

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