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CALIFORNIA CORPORATE & SECURITIES LAW

Why The Location Of The Principal Executive Office Matters

The California General Corporation Law does not require that a California corporation have a principal executive office located in California.  In fact, Section 177 explicitly contemplates that a corporation’s PEO may be located elsewhere or that the corporation may have no PEO at all.  The location of the PEO is not without significance, however.  Numerous…

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“Wherever You Go, There You Are”, But Will You Be In The Proper County?

The California General Corporation Law makes numerous references to the “proper county”.  For example, Corporations Code Section 304 empowers the superior court of the proper county to remove a director in specified circumstances at the suit of shareholders holding at least 10 percent of the number of outstanding shares of any class.  Other sections referring to…

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