Although a nonprofit corporation does not have to file an annual report, its members do have statutory inspection rights similar to those of the shareholders of a business corporation. Rarely, however, do members or the board...more
The 30th U.S. President Calvin Coolidge, when he was not being “Silent Cal,” once said “the only difference between a mob and a trained army is organization.” The former President’s quote of the criticality of organization...more
I always enjoy hearing from readers of this blog. Recently, I wrote: Reading these statutes together, it is relatively clear that Nevada, like Delaware, permits the articles of incorporation to vary the mandate that...more
California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there...more
Divorce is a deeply personal and emotional process that can have significant implications for your business and financial stability. When business ownership is involved, navigating divorce proceedings becomes increasingly...more
As independent school Boards consider how to best support the mission of their schools, one place they can start is to ensure that their governance documents and procedures conform to both legal requirements and best...more
Formally incorporating a company is a significant milestone in a founder’s journey. What may have begun as an idea doodled on the back of a napkin is now an official legal entity. Given the mass availability of...more
Every nonprofit is unique, with its own mission, structure, and history. At the same time, they share certain common characteristics – core governing documents, Form 1023, and an IRS determination letter, to name just a few....more
Yesterday I wrote about my concern that about the constitutionality of SB 1168 (Limón). This bill would allow the California Secretary of State to cancel the articles of incorporation or the filing of a statement and...more
Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1186, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a...more
A dozen years ago, I posed the question of whether it might be possible to incorporate under a crass, indecent or otherwise offensive name. That post mentioned the Court of Appeal's holding in Lee v. Superior Court, 9...more
I suspect that many practitioners would assume that the law of the state of incorporation would determine the viability of an exculpation clause in a corporation's articles of incorporation. Thus, I was surprised to read...more
The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more
A California corporation begins existence upon the filing of its articles of incorporation. Cal. Corp. Code § 200(c). The filing of initial articles of incorporation starts a 90 day clock on the filing of the newly hatched...more
Recently, Professor Ann Lipton wrote that the California Supreme Court has granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023). This was a case that I...more
The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this...more
In the recent Court of Appeal judgment in DnaNudge Limited v. Ventura Capital GP Limited [2023] EWCA Civ 1142, the court confirmed that a provision of the company’s articles allowing for the conversion of Series A shares to...more
We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more
Too often, entrepreneurs (who intend on starting the next IPO) pay little to no attention to their organizational documents. This is quite intriguing, as it is similar to buying a house, and not paying attention to whose name...more
California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date. I very seldom encounter such as provision in...more
Launching or growing a new business is not only an exciting time, but it can also be overwhelmingly busy and challenging as multiple priorities demand your attention. Therefore, proper planning is vital....more
A multitude of questions over who must approve the grant of equity awards frequently arise when designing equity compensation programs. Do shareholders need to approve the grant? Is approval from the Board of Directors...more
The Short Term Rental Alliance of San Diego is an advocacy and education organization whose members include landlords and hosts with at least one single-family short-term rental property located in the “San Diego Coastal...more
Many subcontracts contain a catch-all provision requiring the subcontractor to do everything the prime contractor is obligated to do under the prime contract. This is known as an “incorporation” clause because it adopts or...more
Charitable Giving Update- According to a recent report on charitable giving, the number of donors at every level of giving dropped during the first three quarters of 2022. The number of new donors was down by over 19...more