But Wait, California May Require Even More In Annual Reports To Shareholders
Yesterday’s blog discussed California’s requirement that many domestic and foreign corporations send financial statements to their shareholders. If a corporation has 100 or more holders of record (determined in accordance with Section 605), then the annual report must also provide a brief description of the following: Any transaction during the previous fiscal year involving an amount in excess of $40,000 to which the Read more...
How Many Ways Can The SEC Describe A “Year”?
It’s not easy to write regulations and lawyers can be a hypercritical group. Nonetheless, the Securities and Exchange Commission’s rules can be maddingly inconsistent. As one small example, I offer Item 405 of Regulation S-K and its many references to “year”. In general, the purpose of Item 405 is to require disclosure of late filers under Section 16(a) of the Securities Read more...
Some Observations On Indemnification Provisions In Articles Of Incorporation
Over the years, I’ve read many articles of incorporation that include provisions relating to indemnification of officers, directors and others. Today’s post will cover a few questions and observations that have occurred to me over the years. I’ll cover more of these “Why is there air?” type questions in future posts. Vice Admiral James Stockdale Asked A Very Good Question: Read more...
DOC Calls It Fair
Notes on the Facebook fairness hearing At the conclusion of a hearing held yesterday morning, the Department of Corporations approved the acquisition of Instagram, Inc. by Facebook, Inc. Technically, the Department approved the issuance of a permit to offer and sell the securities. The hearing was was held pursuant to Corporations Code Section 25142. See A Program Guide To The Facebook Read more...
“Hallelujah, I’m A Bum!” Bill Aims To Allow Tramp Corporations To Enjoy Their Home
At some point in their careers, many California corporate attorneys, and not a few lawyers outside the state, have had to confront California’s explicit regulation of foreign corporations. Although many provisions of the General Corporation Law apply explicitly to foreign corporations, Corporations Code Section 2115 is the most comprehensive in scope. For those who have struggled with Section 2115, good Read more...
Court Rules Choice Of Law Provision Takes Precedence Over Internal Affairs Doctrine
To say that the Delaware courts and bar are very fond of the internal affairs doctrine is about as controversial as wearing white before Labor Day. If you have any doubts about the sacred status of the doctrine in Delaware, I refer you to the Delaware Supreme Court’s decision in Vantagepoint Venture Partners 1996 v. Examen, Inc., 871 A.2d 1108 (2005). Read more...
Common Shares Are Commonplace And, In California, Well Defined
Corporate lawyers are very familiar with the terms “common” and “preferred” in describing classes of corporate stock. The use of these terms is so habitual that many lawyers may be unaware that the California legislature has taken the time to define them. ”Common shares” are shares that “have no preference over any other shares with respect to distribution of assets Read more...
