Corporations Code Section 313 generally provides that in the absence of actual knowledge of lack of authority, a contract executed by a corporation is not invalidated by any lack of authority of the signing officers provided...more
5/29/2013 - Applications Board of Directors Foreign Corporations
Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist. One might wonder what use can there be in a corporation deprived of head and limb. In...more
5/3/2013 - Agents Attorney-Client Privilege Board of Directors Discovery Officers Waivers
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...more
12/26/2012 - Board of Directors Directors Electronic Communications Email Written Consent
Because the California Corporations Code requires that the business and affairs of a corporation be managed by or under the direction of its board of directors, any decision of whether a corporation should bring suit on...more
12/20/2012 - Attorney-Client Privilege Board of Directors Derivative Suit Shareholder Litigation
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