Page 14 - Corporations Code News Today

Chapter 5 of the California Corporations Code imposes specific limitations on distributions to shareholders.  Because California chartered banks are formed under the California General...

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To embed, copy and paste the code into your website or blog: The California General Corporation Law defines "foreign association"  as a business organization organized as a trust under the laws of a foreign jurisdiction.  Cal. Corp. Code § 170.  For purposes of Chapter 21 of the GCL, a "foreign corporation" includes a foreign association, unless otherwise provided.  Cal. Corp. Code § 171.  Consequently, a foreign business trust that transacts intrastate business in California must obtai...

Legal Disclaimer You are responsible for reading, understanding and agreeing to the National Law Reviews (NLR’s) and the National Law Forum LLCs  Terms of Use and Privacy Policy before using the National Law Review website. The National Law Review is a free to use, no-log in database of legal and business articles. The content and links on www.NatLawReview.com are intended for general information purposes only. Any legal analysis, legislative updates or other content and links should not b...

To embed, copy and paste the code into your website or blog: Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs.  The challenge then becomes how to resurrect an entity that is dead as far as the State of California is concerned.  Indeed, the Corporations Code provides no means for revivifying the entity. The solution lies in Article 6, Chapt...

California currently imposes unique disclosure requirements on publicly traded corporations.  See  California Joins The Parade: The California Corporate Disclosure Act, 16 Insights 21 (2002).  These disclosures are at best useless because they duplicate the disclosures that these corporations already make (and more completely) in filings with the Securities and Exchange Commission.   California is now considering legislation that would impose greenhouse gas emissions disclosure obligations...

Legal Disclaimer You are responsible for reading, understanding and agreeing to the National Law Reviews (NLR’s) and the National Law Forum LLCs  Terms of Use and Privacy Policy before using the National Law Review website. The National Law Review is a free to use, no-log in database of legal and business articles. The content and links on www.NatLawReview.com are intended for general information purposes only. Any legal analysis, legislative updates or other content and links should not b...

Yesterday, the California Secretary of State's office released what is calling the "Women On Boards" report.  The Secretary of State's office is required to publish this report on its...

Legal Disclaimer You are responsible for reading, understanding and agreeing to the National Law Reviews (NLR’s) and the National Law Forum LLCs  Terms of Use and Privacy Policy before using the National Law Review website. The National Law Review is a free to use, no-log in database of legal and business articles. The content and links on www.NatLawReview.com are intended for general information purposes only. Any legal analysis, legislative updates or other content and links should not b...

To embed, copy and paste the code into your website or blog: I have commented in several posts on provisions of the California Corporations Code that address corporate action in times of emergency.  As we were entering the Covid-19 pandemic shut down, I noted General Corporation Law weirdly shackles the ability of corporate boards to take action in times of emergency: "Section 212(c)(2) states that during an emergency, a board may not take any action that (i) requires the vote of the sharehold...