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CALIFORNIA CORPORATE & SECURITIES LAW

How The Proposed Fix To Delaware’s Stockholder Consent Statute Can Be Fixed

Earlier this week, I wrote about a proposed amendment to Section 228 of the Delaware General Corporation Law.  The amendment, which is proposed by The Corporate Council of the Corporation Law Section of the Delaware State Bar, would essentially condition the effectiveness of a stockholder consent upon the delivery of a sufficient number of consents with 60…

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The Principal Executive Office – It’s Not Just About Venue

Last week, I wrote about the venue implications of the location (or lack of) a corporation’s principal executive office.  The location of a corporation’s PEO isn’t just about venue, however.  Numerous provisions of the California General Corporation Law make reference to the location of the corporation’s PEO. Section 213, for example, requires every corporation to…

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Court Holds Inspection Statute Does Not Require That Records Be Brought To California

In “The Scope Of Stockholder Inspection In California And Delaware“, I wrote about what a shareholder is entitled to inspect under California’s shareholder inspection statute – Corporations Code Section 1601.  I did not discuss where that inspection must occur, a question addressed yesterday by the California Court of Appeal in Innes v. Diablo Controls, Inc.…

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Is A “Rule” An “Order” And Why Would Anyone Care?

Pay-to-Play Rule Challenged Doug Cornelius recently wrote about the dismissal of a lawsuit challenging the Securities and Exchange Commission’s anti “pay-to-play” rule under the Investment Advisers Act of 1940.  New York Republican State Comm. v. SEC, 2014 U.S. Dist. LEXIS 138964 (D.D.C. Sept. 30, 2014).  In a nutshell, the rule (206(4)-5) prohibits federally registered and…

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Is This Proposed Amendment To Delaware’s Stockholder Consent Statute Really Needed?

Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent.  The Corporation Law Section of the Delaware State Bar is proposing a parallel amendment to Section 228(c) of the DGCL to allow for springing stockholder consents.  The proposed amendment…

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Are Bylaws Required?

Is a corporation required to have bylaws?  I expect that many attorneys considers anyone who thinks bylaws are not required to be benighted at best. The answer will, of course, depend on the law of the state of incorporation.  If that state is Nevada, there is no explicit requirement that the incorporators, stockholders or directors adopt bylaws.  See Bishop &…

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