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CALIFORNIA CORPORATE & SECURITIES LAW

New York Judge Considers Meaning Of “Voting Power” In California Contract

Chapter 1 of the California General Corporation Law includes a large number of definitions, beginning with “Acknowledged” (Section 149) and ending with “Written, in writing” (Section 195).  It is easy to gloss over these terms as the balance of the CGCL doesn’t use initial capitals or italics to identify defined terms.  I suspect that many lawyers…

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Shares May Have Voting Rights But Not Voting Power

Section 400 of the California Corporations Code establishes the following ground rules with respect to the voting rights of shares: Classes or series of shares may have full, limited or no voting rights; A denial or limitation on voting rights is not effective unless at the time one or more classes or series of outstanding…

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Seeing Red And More Than 50% Ownership May Mean A 90% Vote

California broadly authorizes a corporation to sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms have been approved by the board.  If the sale is not in the usual and regular course of business, the principal terms must also be approved by the outstanding shares. …

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