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Why Affixing A Secretary’s Certificate Might Protect The Innocent

Transactional lawyers are used to obtaining officers’ certificates to back up their opinions or to deliver to the other party pursuant to a purchase or sale agreement.  I wonder, however, how many buyers or secured lenders think about asking the corporate seller or borrower to affix a secretary’s certificate to the deed, bill of sale, or security agreement.  If they aren’t…

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Two Words That The SEC Read Into The JOBS Act

“It is, of course, an indispensable part of a scrivener’s business to verify the accuracy of his copy, word by word.“ The Securities and Exchange Commission publishes a number of “frequently asked questions” on its website.  Following the enactment of the Jumpstart Our Business Startups Act (aka the “JOBS Act”), the SEC published the following…

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Why Your Shareholder Meeting Waivers Of Notice May Not Be Up To Snuff

Like other states, California generally requires that whenever shareholders are required or permitted to take action at a meeting, notice of that meeting must be given to the shareholders entitled to vote.  Cal. Corp. Code § 601(a)  However, if notice isn’t given as required, all may not be lost.  Section 601(e) of the Corporations Code provides…

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