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CALIFORNIA CORPORATE & SECURITIES LAW

Buying Assets? Have You Considered This Secretary’s Certificate?

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the usual and regular course of business).  Presumably, corporate sellers are in a good position to determine whether Section 1001…

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Establishing Authority By Acknowledgment

Last Friday, I discussed the ramifications of affixing a secretary’s certificate to a deed or instrument conveying or otherwise transferring any assets of a corporation.  Today’s post covers the legal effect of obtaining a certificate of acknowledgment of an instrument of transfer. Preliminarily, it is useful to recall a few basic concepts.  An acknowledgment generally…

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Why Affixing A Secretary’s Certificate Might Protect The Innocent

Transactional lawyers are used to obtaining officers’ certificates to back up their opinions or to deliver to the other party pursuant to a purchase or sale agreement.  I wonder, however, how many buyers or secured lenders think about asking the corporate seller or borrower to affix a secretary’s certificate to the deed, bill of sale, or security agreement.  If they aren’t…

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