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CALIFORNIA CORPORATE & SECURITIES LAW

Must A Security Be Written?

In yesterday’s post, I covered some of the differences between the laundry lists of securities found in the California Corporate Securities Law of 1968 and the Securities Act of 1933.  Both lists seem to contemplate instruments that are written.  But what does it mean to be “written”?  Before the advent of computers, email and electronics,…

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Is Counterfeit Currency A Bank Note?

Counterfeiting was once considered to be tantamount to treason.  It is still a serious, but not capital, crime.  In fact, it is one of only four crimes specifically mentioned in the Constitution.  Notably, however, the Constitution doesn’t mention paper currency, it refers rather to the “securities and current coin of the United States”.   Perhaps…

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Solon And The California Constitution

Article IV, Section 8 of the California Constitution requires that to be passed, a bill must first be read: No bill may be passed unless it is read by title on 3 days in each house except that the house may dispense with this requirement by rollcall vote entered in the journal, two thirds of…

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Initiative Measure Aims To Retard Gut And Amend Legislation

A reader of the California Constitution would be lead to believe that the course of legislation is orderly and predictable.  Under Article IV, Section 8(b), the legislature may make no law except by statute and no statute except by bill.  Every bill, moreover, must have a single subject and that subject must be expressed in…

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Do Your Bylaws Make Obtaining Waivers Of Notice More Onerous?

Yesterday’s post concerned waivers of notice of shareholders’ meetings under Section 602 of the California Corporations Code.  Although not required to do so, corporate bylaws often parrot the statute.  One popular guidebook, for example, includes the following sample language concerning waivers of notice: The transactions of any meeting of shareholders, either annual or special, however…

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Are Proper Names In A Language?

My last name is Bishop.  In Spanish, it would be Obispo.  If I included Obispo in a corporate name, would that be acceptable to the Secretary of State? Nevada has a statute, NRS 78.028 that provides “No record which is written in a language other than English may be filed or  submitted for filing in the…

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The General Corporation Law Is “English Only”

In China’s Hunan province, a written syllabic script was created, used and understood only by women.  This script is called NüShu (女书), meaning woman’s book.  As far as I know, NüShu is the only exclusively gender based written language to have ever been created.  While it is true that Japanese noblewomen historically favored the Hiragana script, Japanese men did, and still…

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Can A Director Consent By Email?

The California General Corporation Law authorizes board action by written consent.  Cal. Corp. Law § 307(b).  Sometimes, I’ve been asked about signing an email consent.  Section 17 of the Corporations Code (which governs, but is not part of the General Corporation Law) doesn’t provide a very helpful definition of “signature”.  Section 17.1 was added because the…

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Will The “Fourth Branch” Rewrite California’s Corporate Law?

Voters – The “Fourth Branch” of Government In 1911, California became the tenth state to adopt three key tools of popular sovereignty – the initiative, referendum and recall.  As defined by the California Constitution, the initiative is the power of the electors to propose statutes and amendments to the Constitution and to adopt or reject them;…

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Secretary Of State’s E-Mail Notification Bill To Be Amended

The Secretary of State is sponsoring AB 657 to allow both foreign and domestic corporations to indicate that they would like to receive notification from the Secretary of State’s office by email. As discussed in this post, I submitted a comment letter asking that the bill be amended to make it clear that a corporation…

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