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CALIFORNIA CORPORATE & SECURITIES LAW

Genealogy And The Corporate Lawyer

Who is family and how close are they?  These aren’t questions that typically occupy the mind of a corporate lawyer.  Occasionally, however, consanguinity matters even to a corporate lawyer.  Thus, Section 308 of the California Corporations Code authorized the Superior Court to appoint a provisional director (or directors) when there is either a deadlock on the…

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Court Refuses To Break Board Deadlock By Appointing A Provisional Director

Section 308 of the California Corporations Code provides for the appointment of a provisional director when a corporation has an even number of directors who are equally divided and cannot agree as to the management of the corporation’s affairs, so that its business can no longer be conducted to advantage or so that there is danger that…

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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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Deadlocked But Not Out Of Options

While not prohibited by the General Corporation Law, a board comprised of an even number of directors suffers from one potential disability.  It can become deadlocked.  When that unfortunate situation arises, there are options. One option involves a judicial appointment of a provisional director.  Pursuant to Corporations Code Section 308, any director or the holder(s)…

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