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General Corporation Law

Allen Matkins

Dissenters' Rights And Conversions

Allen Matkins on

Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights.  In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an...more

Allen Matkins

In This Case It May Have Been Better To Have Never Registered At All

Allen Matkins on

Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State.  A foreign...more

Allen Matkins

Does A State Have Personal Jurisdiction When The Plaintiff, Defendant And Incident Are Outside The State?

Allen Matkins on

After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens.   Even though Mr. Mallory...more

Allen Matkins

Officer Exculpation Is Old News And Automatic In This State

Allen Matkins on

Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a...more

Allen Matkins

Less Cumbrous Conversions In Sight For California Corporations

Allen Matkins on

Conversions will soon be less cumbrous for California corporations.  Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of...more

Venable LLP

Changes to Maryland General Corporation Law and Maryland REIT Law Effective October 1, 2022

Venable LLP on

​​​​​​​The General Assembly of Maryland has enacted House Bill 996/Senate Bill 879 (Chapters 289 and 290 of the Laws of Maryland 2022) and House Bill 999/Senate Bill 431 (Chapters 292 and 293 of the Laws of Maryland 2022),...more

Allen Matkins

When A Business Trust Might Also Be A Foreign Corporation

Allen Matkins on

I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish.  It there fore may be no surprise that in California a business trust may be a foreign corporation.  Corporations...more

McCarter & English, LLP

Delaware Court of Chancery Denies Indemnification for Former CEO and Provides Color on Entitlement to Proportional Indemnification

In Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. June 9, 2022), the Delaware Court of Chancery found that a health care services company did not have to pay legal expenses for its former CEO, who had ultimately been...more

Pillsbury - Policyholder Pulse blog

Strengthening Corporate Officer Protection: Delaware’s Updated Corporate Exculpation Law and Its Impact on D&O Liability Insurance

As the preferred place of incorporation for most U.S. companies, Delaware has long been a leader in the development of statutory and common law on corporate governance. In keeping with this role, the Delaware legislature...more

Miles & Stockbridge P.C.

ALERT: New Laws Affecting Maryland Business Entities Take Effect October 1

On May 12, 2022, Governor Hogan signed several bills into law that will affect the formation, ownership and operation of business entities under Maryland law. Below is a summary of the new laws. Most noteworthy is the...more

Allen Matkins

Alleged Corporate Murder Merits A Jury Trial

Allen Matkins on

The California Constitution declares that trial by jury is an "inviolate right" that "shall be secured to all".  Cal. Const. Art. I, §16.  Despite this expansive language, this right in the civil context is generally limited...more

Allen Matkins

Does A California Corporation Have The Power To Indemnify Corporate Employee Benefit Plan Fiduciaries?

Allen Matkins on

Section 317 of the California Corporations Code authorizes, limits and  in one circumstance even mandates the indemnification of a person by reason of the fact that the person is, or was, an "agent" of the corporation.   The...more

Allen Matkins

Are Religious Corporations Constitutional?

Allen Matkins on

Like Gaul, the California Nonprofit Corporation Law has three major parts ("Gallia est omnis divisa in partes tres').  These three parts govern the formation and operation of three different types of nonprofit corporations:...more

Allen Matkins

Court Finds No Right To Prejudgment Interest In Buy-Out Of Shares

Allen Matkins on

Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds.   Section 2000 provides an "escape hatch" by which...more

Allen Matkins

How A Corporation Can Become Religious Without Converting

Allen Matkins on

Although I have yet to encounter the situation, California provides a mechanism for a corporation formed under the General Corporation Law to become a nonprofit religious corporation.  Since religion is involved, it may come...more

Allen Matkins

A Key Difference Between Corporate And LLC Buyout Rights That You May Have Missed

Allen Matkins on

Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under...more

Allen Matkins

Where Have All The Articles Gone?

Allen Matkins on

The term "article" has an interesting etymology.  It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint.  Articles, like joints, connect things together....more

Allen Matkins

Are Your Bylaws Demode?

Allen Matkins on

While the California General Corporation Law contemplates that corporations will have bylaws but does not explicitly require that they do.  In my experience, it is extremely rare to come across a corporation that has not...more

Allen Matkins

A Preference For Minority Rule?

Allen Matkins on

Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section...more

Allen Matkins

Why A River Runs Through Every Derivative Action

Allen Matkins on

I was perplexed by Judge Cindee F. Mayfield's repeated references to "derivate claims" in a recent unpublished opinion - JBB Investment Partners v. Fair, Cal. Ct. of Appeal Case No. No. A160098 (June 9, 2022).  Was this a...more

Allen Matkins

Professor Bainbridge Will Need To Wait A Bit Longer For The Answer To This Question

Allen Matkins on

In October 2020, Professor Stephen Bainbridge posed this question of whether shareholder inspection rights are subject to the internal affairs doctrine.  His post followed Vice Chancellor J. Travis Laster's ruling in Juul...more

Allen Matkins

Section 2115's Peculiar Consolidation Rule

Allen Matkins on

Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met.  One of these tests, the so-called "business...more

Allen Matkins

Want To Sell Your Membership In A Nonprofit Corporation?

Allen Matkins on

California's Nonprofit Corporation Law consists of three separate laws - the Nonprofit Public Benefit Corporation Law, the Mutual Benefit Corporation Law, and the Religious Corporation Law.  Each of these laws authorizes a...more

Allen Matkins

California Bill Aims To End The Asymmetry Of Corporate Time

Allen Matkins on

For the last eight years, Delaware corporations have been been able to escape the "asymmetry of time" through either ratifying past corporate acts or obtaining validation from the Delaware Court of Chancery.  Del. Gen. Corp....more

Allen Matkins

In This Case, Bylaws By Any Other Name Are Still Bylaws

Allen Matkins on

The California General Corporation Law authorizes the adoption of bylaws, but does not purport to define the term.  Cal. Corp. Code § 110.  The Nonprofit Corporation Law defines "Bylaws" not by description but by stating what...more

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