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CALIFORNIA CORPORATE & SECURITIES LAW

How Many Signatures Are Required For An Agreement of Merger?

Corporations Code Section 313 generally provides that a contract, note or other instrument will not be invalidated as to a corporation by any lack of authority if it is signed by the corporation’s chairman of the board, the president or any vice president and the secretary, any assistant secretary, the chief financial officer or any assistant treasurer.  See If You’re Relying On The…

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Chairman, Chairwoman, or Chair?

To someone who is not familiar with the English language, many words must seem bizarre.  One such word, is “chairman”.  Does this refer to a chair made into a man or a man made from a chair?  What should be made of a law that solemnly proclaims “All references in this division to ‘chairman’ shall be…

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If You’re Relying On The Signature Of Two Officers, You May Want To Think Again

It is widely assumed that if a contract, note or other instrument is signed by a corporation’s president and its secretary, it will not be invalidated as to the corporation by any lack of authority of the signing officers.  After all, Section 313 of the California Corporations Code provides: Subject to the provisions of subdivision (a)…

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Why Taxonomy Matters Under The General Corporation Law

In college, I aspired to be a botanist and took classes with such scintillating titles as “Plant Physiology” and “Vascular Plant Taxonomy”.  I found botany particularly appealing because plants don’t bleed or generally stink like members of those other kingdoms.*  It also had the added benefit of requiring publication in Latin, another of my passions.  Sadly, the powers that be (the…

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