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CALIFORNIA CORPORATE & SECURITIES LAW

The Legality Of Corporate Giving

According to the Chronicle of Philanthropy, the top three corporate philanthropists (Wells Fargo, Walmart and Chevron) in 2012 gave nearly $900 million in cash in 2012.  At the most fundamental level, do corporations have the power to make donations? For corporations governed by the California General Corporation Law, the answer is generally yes.  Section 207(e) of the California Corporations…

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Sealing A Contract May Mean Nothing Or 20 Years!

The California Corporations Code endows corporations with certain rights, including the right to “adopt, use and alter” a seal.  Cal. Corp. Code § 207(a).  The Corporations Code does not define a “seal” but the Code of Civil Procedure does.  Under Section 1930,  a seal “is a particular sign, made to attest, in the most formal manner,…

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Are Political Contributions Ultra Vires?

It’s been three years, but the Supreme Court’s decision in Citizens United v. Federal Election Comm’n, 558 US 50 (2010) continues to foment a fierce debate about corporate political spending.  In February, Representative Adam Schiff of California introduced a resolution, H.J. Res. 31,  to amend the Constitution as follows: Nothing in this Constitution shall be construed to forbid Congress…

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