Corporations Code

News & Analysis as of

Why Foreign Corporations Might Not Care Where You Live

I noticed the following description of California’s principal “pseudo-foreign” corporation statute in a recently filed registration statement: Section 2115(b) of the California Corporations Code imposes certain...more

Another Dubious Assertion Concerning Section 2115

I have often written about numerous provisions of the California Corporations Code that expressly apply to foreign corporations meeting specified tests. The most famous, but not the only, statute of this breed is Section...more

Court Of Appeals Holds No ERISA Preemption Of Section 419(b)

The Ninth Circuit Court of Appeals’ recent holding in Sender v. Franklin Res., Inc., 2015 U.S. App. LEXIS 10113 (9th Cir. Cal. June 16, 2015) is reasonably clear and yet there is much about the case that puzzles...more

Do You Proffer, Profer, or Prefer A Complaint?

Section 10404 of the California Corporations Code provides that corporations for the prevention of cruelty to animals may “proffer a complaint against any person, before any court or magistrate having jurisdiction, for the...more

California’s Bizarre Voting Records Disclosure Requirement

Some statutes are so poorly drafted that one hardly knows where to begin. One such statute is Section 711 of the California Corporations Code. According to the legislature, the purpose of the statute is “to serve the public...more

2015 Nevada Business Entities Law Update

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

Should Directors Be Required To Have Valid Passports?

Lately, I’ve had occasion to think about director qualifications. Section 212(b)(4) of the California Corporations Code permits the bylaws to to specify the qualifications of directors.  In Section 141(b),the Delaware General...more

Familiar Features in Pennsylvania’s New Entity Transactions Landscape

Comprehensive amendments to the Pennsylvania Business Corporation Law (“PBCL”) go into effect on July 1, 2015. The amendments repeal many substantive provisions of the PBCL in respect of corporate mergers. These provisions,...more

Court Finds No “Road of Imprudence” or “Chasm of Equity” In Section 25501

Faithful readers of this blog will be familiar with the structure of the California Corporate Securities Law. Part 5 of the CSL (Cal. Corp. Code §§ 25400 – 25404) proscribes various conduct and Part 6 (Cal. Corp. Code §§...more

Why The Wall Street Journal Is Wrong About The Magna Carta

On Saturday, The Wall Street Journal published an article by Daniel Harmann celebrating the 800th anniversary of the Magna Carta. In recognition of this event, this blog has sporadically published translations of portions of...more

Why Locate Your Business in New York?

New York is a great place to live and do business. The state is running an active marketing campaign to let the world know and to attract new business to the state....more

Kyiv Corporate Alert (Ukrainian) On Amending Some Legislative Acts of Ukraine Related to Identification of Ultimate Beneficiaries...

The deadline for the submission of information on beneficial owners of Ukrainian companies registered before 25 November 2014 expires on 25 May 2015. As we have already informed, on 14 October 2014 the Verkhovna Rada...more

Kyiv Corporate Alert On Amending Some Legislative Acts of Ukraine Related to Identification of Ultimate Beneficiaries of Legal...

The deadline for the submission of information on beneficial owners of Ukrainian companies registered before 25 November 2014 expires on 25 May 2015. As we have already informed, on 14 October 2014 the Verkhovna Rada...more

When A Corporation May Not Be A Corporation At All

The California General Corporation Law separately defines “corporation” and “domestic corporation”.   The definition of “domestic corporation” is straightforward, the definition of “corporation” is not.  In most cases, a...more

Ninth Circuit Honors Canadian Business Law’s Exclusive Remedy Provision

The US Court of Appeals for the Ninth Circuit recently affirmed dismissal of a counterclaim for breach of fiduciary duty brought under Section 242 of the Alberta Business Corporations Act (ABCA), finding that only an Alberta...more

Bill Would Clarify When Limited Partnership Life Begins

When does life begin for a California limited partnership?  The California Uniform Limited Partnership Act of 2008 seems to provide an inconsistent answers.  The first is found in Corporations Code Section 15902.01(a)....more

Who Files The Most Permit Applications?

California Corporations Code Section 25113(d) requires the Commissioner of Business Oversight to prepare and publicize an annual report of the number of permits that it issues for the offer and sale of securities. The report...more

How Many Board Members Are Required To Take Action?

Suppose your corporation has a five member board of directors but two seats are vacant.  Suppose further that your corporate bylaws included the following two provisions: A.  Three members of the board shall...more

New UAE Commercial Companies Law: A Move Towards Global Standards

On 1 April 2015, His Highness Sheikh Khalifa Bin Zayed Al Nahyan, President of the United Arab Emirates, enacted Federal Law No 2 of 2015 (the Commercial Companies Law, or Law). The Law brings to a close several years of...more

The New UAE Commercial Companies Law 2015

A new commercial companies law (“New CC Law”) was issued in the United Arab Emirates (“UAE”) on 1 April 2015 and will come into effect within the next three months. The New CC Law applies to companies established in the UAE...more

Email Notice Without Consent Is Not Notice

The California General Corporation Law unequivocally authorizes the giving of notice of stockholder meetings by electronic transmission. Section 601(b) provides “Notice of a shareholders’ meeting or any report shall be given...more

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,...more

California and Delaware Courts Agree: Amendments to Corporate Bylaws Do Not Apply Retroactively to Impair Pursuit Previously...

Two recent decisions, one from the Delaware Court of Chancery and one from the California Court of Appeal, Fourth Appellate District, refused to apply bylaws that impaired a shareholder/member plaintiff’s ability to pursue...more

I understand Chair, Chairperson, Chairman and Chairwoman But Not Chairwomen of the Board

In February, I posted this little rumination on the origin of the term “chairman”. Then I came across SB 351 introduced late last month by the California Senate Committee on Banking and Financial Institutions. Currently...more

Are LLC Interests Securities in California?

Does California consider membership interests in a limited liability company to be securities? There are two correct answers to this question – yes and no. As I discussed a few years back, the California Corporate Securities...more

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