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CALIFORNIA CORPORATE & SECURITIES LAW

Just How Many Ways Are There To Become A Director?

Lao Tzu (老子) is said to have written that there a many paths to enlightment, but how many paths are there to becoming a director?  To answer the question, let’s look at the definition of “directors” in the California General Corporation Law: “‘Directors’ means natural persons designated in the articles as such or elected by…

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Does The Corporations Code Permit “Boards R Us”?

In an article published last summer, Professors Stephen Bainbridge and M. Todd Henderson argued that “significant gains that could be realized by permitting firms (be they partnerships, corporations, or other business entities) to provide board services.”  The Professors note that state law requirements that directors be natural persons are significant barriers to the implementation of their…

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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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