Nonprofit Basics: How To Wind up a California Charity
Recently the Court of Appeals has addressed a director’s inspection rights, and shareholder inspection rights and the associated opportunity to recover attorney fees and other expenses incurred in securing the inspection of...more
This year the Court in Fowler v. Golden Pacific BanCorp, Inc. (2022) 80 Cal.App.5th 205, expressly affirmed a director’s broad right of inspection, subject to extreme exceptions. The source of the dispute stemmed from an...more
In Fowler v. Golden Pacific Bancorp, Inc., 2022 Cal. App. LEXIS 548 (Cal. App. June 23, 2022), the California Court of Appeal, Third Appellate District (Krause, J.), reinforced the near absolute right of directors of a...more
On August 13, 2020, the Delaware Court of Chancery held that stockholders’ rights to inspect the books and records of Delaware companies are exclusively governed by the Delaware inspection statute, 8 Del. C. § 220...more
Yesterday's post parsed the definition of "subsidiary" in Corporations Code Section 189. Because a subsidiary must be a corporation as defined in Section 162, a subsidiary cannot be a foreign corporation, as defined in...more
United States District Court Judge Haywood S. Stirling, Jr. yesterday blocked a stockholder's attempt to use California's shareholder inspection statute to gain access to a corporation's "books and records and minutes of...more
Section 1601(a) of the California Corporations Code currently subjects to shareholder inspection the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board"....more
Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry...more
This not so fabulous fable is about a small Nevada corporation, Cwmni Cyfyngedig, Inc. ("CCL"). It is set in the not too distant future....more
Two years ago, I wrote about Justice Mark B. Simons' opinion in Innes v. Diablo Controls, 248 Cal. App. 4th 139 (2016) that California's shareholder inspection statute does not required the records be brought to this state...more
Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .". The statute is silent on where the inspection must occur. In Innes v. Diablo...more
The California Court of Appeal recently ruled that an inspection demand under California Corporations Code section 1601 requires a corporation to make its books and records available for inspection at an office where they...more
In Innes v. Diablo Controls, Inc., Case No., A145528, 2016 Cal. App. LEXIS 475 (Cal. App. June 16, 2016), the California Court of Appeal, First District, affirmed that California Corporations Code § 1601, which permits...more
In “The Scope Of Stockholder Inspection In California And Delaware“, I wrote about what a shareholder is entitled to inspect under California’s shareholder inspection statute – Corporations Code Section 1601. I did not...more
Don’t peek at the statute, and answer the following question: A stockholder of a Delaware corporation has a statutory right to inspect a corporation’s (a) books of account; (b) accounting books and records; or (c) other...more
Yesterday’s post discussed California’s “absolute” right of shareholders to inspect the shareholder list established by Section 1600 of the California Corporations Code. Some additional points are briefly worth noting...more
A Delaware limited liability company might reasonably expect that Section 18-305 of Title 6 of the Delaware Code governs the inspection rights of its members. However, members of a foreign LLC, including an LLC organized...more
In United Techs. Corp. v. Treppel, 2014 Del. LEXIS 608 (Del. Dec. 23, 2014), the Delaware Supreme Court held that the Court of Chancery had authority to condition a stockholder’s inspection under Section 220 of the Delaware...more