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Allen Matkins

California Amends Corporations Code To Authorize Audio Option For Shareholder/Member Meetings

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Historically, a meeting necessarily meant a physical encounter.  Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet.  So it was that shareholder meetings involved the presence...more

Allen Matkins

Who Votes Pledged Shares?

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Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee.  Cal. Corp. Code § 702(c).   There are...more

Allen Matkins

Bill Would Allow Shareholders To Phone It In

Allen Matkins on

Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication,...more

Allen Matkins

When A Meeting Of Directors Is Not Meet

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In many closely held corporations, the directors may work side by side nearly every day.  If they all meet  and discuss some action, does that count as a meeting of the board of directors?  ...more

Allen Matkins

Committee Authority To Authorize Share Repurchases

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Section 311 of the California Corporations Code authorizes the creation of one or more committees.  Unlike Delaware, a committee of the board must have two or more members.  The board of directors may vest all of the...more

Allen Matkins

I.D. Requirements And Annual Meetings

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State corporate laws are surprisingly sparse on the details of annual meetings.  The California Corporations Code, for example, requires that a corporation hold an annual meeting for the election of directors but does not...more

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