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CALIFORNIA CORPORATE & SECURITIES LAW

Hairsplitting The Polls

In recognition of today’s election, today’s post is about polls, poles and Poles. The General Corporation Law uses the word “poll” exactly once – in describing the duties of the inspectors of election at meetings of shareholders. Section 707(b) of the Corporations Code provides that the inspector(s) must determine, among other things, “when the polls shall close”.  Oddly, the…

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Some Things That The Corporations Code Doesn’t Tell You About Annual Meetings

Annual meetings of shareholders are important.  If a corporation fails to hold one for a period of 60 days after the designated date or, if no date is designated, for 15 months, then the superior court may summarily order a meeting.  Cal. Corp. Code § 600(c) (compare Section 211(c) of the Delaware General Corporation Law in…

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Who Opens And Closes The Polls?

One of the seemingly routine matters at stockholder meetings is the opening and closing of the polls.  Sometimes, votes are close and the outcome of a vote may turn on whether the polls are closed “early” or “late”.  For a real-life example, see In re Carver Bancorp, Inc., 2000 Del. Ch. LEXIS 12 (Aug. 28, 2000) (Shares…

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