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CALIFORNIA CORPORATE & SECURITIES LAW

A Shareholder Consent In Its Dotage May Or May Not Be Valid

California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent: Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, as specified in [Corporations Code] Section 195, setting…

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The Arcana Of Dating Stockholder Consents

“And whispering ‘I will ne’er consent’—consented” Long ago, I had the temerity to write about Delaware’s statutes concerning stockholder consents, Delaware’s Inadequate Protection of Shareholders When Action Is Taken by Consent, 11 Bus. Law. Update 4 (1991).  The law of stockholder consents in Delaware in my view continues to be a complicated subject, as evidenced by…

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Legislature Repeals Subversive Organization Registration Law And Loosens Advance Notice Requirement For Reorganizations

Just over a year ago, I posted this piece on California’s World War II era Subversive Organization Registration Law.  A few months later, the Assembly Committee on Judiciary suddenly introduced a bill, AB 1405, to repeal the law.  This may have been pure coincidence, but the Committee analysis provides much the same information as my blog…

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Plowing Through The Ambiguities Of California’s Record Date Statute

Corporations Code Section 603(a) provides the basic authority for shareholders of California corporations to take action by written consent (unless the articles provide otherwise).  Section 701 establishes the rules for determining the record date for corporate actions involving shareholders, including shareholder action by written consent.  Although the mechanics of establishing a record date may seem so mundane as to…

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