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CALIFORNIA CORPORATE & SECURITIES LAW

Referring To Extraneous Agreements In The Articles of Incorporation

I didn’t take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a “spot” bill.  See “See Spot Run“. As introduced, the bill simply added “which may include a reference to a separate shareholder agreement” to the introductory clause of Corporations Code Section 2000(a).  When I was later asked…

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Court Declines To Declare “S” Corporation Shareholders’ Agreement Unenforceable

In general, shareholders of a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code are taxed on corporate profits regardless of whether the corporation makes any distribution of those profits to its shareholders.  Obviously, paying taxes on income that isn’t actually received can be a problem for many shareholders.…

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Imposing The Corporate Death Penalty

In this post published yesterday, UCLA Law Professor Stephen Bainbridge challenges the following statements attributed to Robert F. Kennedy Jr.: I do, however, believe that corporations which deliberately, purposefully, maliciously and systematically sponsor climate lies should be given the death penalty.  This can be accomplished through an existing legal proceeding known as “charter revocation.”  State Attorneys…

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