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CALIFORNIA CORPORATE & SECURITIES LAW

Can A Corporation Be An Officer?

William & Mary Law Review recently published Professor Stephen Bainbridge’s article, Corporate Directors in the United Kingdom.  The abstract begins with the following observation: In the United States, state corporation law uniformly provides that only natural persons may serve as directors of corporations. I haven’t surveyed every state, but I concur as to California and Nevada. …

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“If there be nothing new, but that which is hath been before . . .”

The California General Corporation Law has imposes a single qualification to serve as a director – the person must be a “natural person”.  Cal. Corp. Code § 164. Nevada’s for-profit corporation law adds the additional requirement that a director must be at least 18 years of age.  NRS 78.115.  The GCL does permit bylaws to…

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Giving Voice To Statutes – If You Don’t Understand Diathesis, You May Not Understand The Statute

Although rules of grammar may be a distant memory for many lawyers, the rules of grammar can be important to statutory construction. Nevada Revised Statutes (NRS) Section 0.025(1) establishes specific rules for the interpretation of statutes using “may”, “must”, “shall” and “is entitled”.  Thus, “‘must’ expresses a requirement when: (1) the subject is a thing, whether…

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