How Do You Know if a Particular Section of California’s Corporation Code Applies to a Foreign Corporation Doing Business in California?

If you think that a company doing business in the state of California is bound by Californian law, think again! If you think suing a corporation in California means that California law applies, think again! Foreign corporations, or corporations that are formed anywhere outside of the state of California, follow California laws when they conduct business in California… but only sometimes.

How Can You Overcome the Business Judgment Rule?

By Gerald P. Burleson, Member of the California Bar, and Amanda Purcell, University of San Diego Law School © 2017 by Gerald P. Burleson, all rights reserved Broadly speaking, the business judgment rule protects business decisions by corporate directors from judicial review. Specifically, it creates a presumption that when corporate directors make business decisions, they […]

Loans by the Corporation to Directors and Officers in California: The Big No-No!

By Gerald P. Burleson, Member of the California Bar, and Emily Bishop, 3rd year law student, University of San Diego Law School, and a candidate for the July, 2017 California Bar Exam © 2017 by Gerald P. Burleson, all rights reserved The California Corporation Code imposes statutory restrictions on the ability of corporations to make […]

Involuntary Dissolution of a California Corporation: The Nuclear Option for Mistreatment of Minority Shareholders

Unlike a partner in a partnership, a minority shareholder has no right to dissolve a corporation merely by withdrawing her interest. Absent judicial intervention, corporate dissolution occurs only at the consent of all shareholders. Although a disgruntled shareholder in a public corporation can always withdraw her investment by selling her shares in the market, such an exit strategy is rarely available to a minority shareholder in a private company. Nonetheless, oppressed minority shareholders are not without a remedy in California. Subsecs. (b)(4) and (b)(5) of Corporations Code section 1800, which is California’s involuntary dissolution statute, offer protection to minority shareholders in certain situations from the prejudicial acts of those in control.

The Evolving Law of Forum Selection Clauses in the Corporation’s Bylaws and Articles in California

The impact in California of forum selection clauses contained in a corporation’s bylaws or in its articles of incorporation has been the subject of an earlier article at this blog. The law in California concerning such forum selection clauses has continued to evolve and change, particularly in light of developments in Delaware.

What is the Business Judgment Rule and Why Should a Shareholder Care About it?

In its broadest sense, the business judgment rule is a policy of respect by the courts for the business judgment of corporate directors in exercising their discretion in making corporate decisions.

There Are Myriad Ways for Greedy Insiders to Oppress Minority Shareholders of Private Companies

I use the term “shareholder oppression” to refer to the denial of any realistic benefit to a shareholder for their investment in the company. So, how do the people in control of a privately held company oppress minority shareholders? I will discuss that in this article.

Shareholders Rights to Corporate Annual Financial Reports Under California Corporations Code §1501(a)

Corporations have a statutory and fiduciary duty to provide shareholders with an annual report containing an up-to-date balance sheet, income statement, and a statement of cash flows accompanied by any independent auditors’ reports, within 120 days of the end of the previous fiscal year.

Shareholder Demand for Inspection of Records in California under Corporation Code §1601

Shareholders have limited rights to inspect the records of California corporations. While statutory laws governing the types of records shareholders may examine are complex and may appear unwieldy, an experienced attorney may assist the shareholder to take full advantage of broader common law shareholder rights of inspection

Federal Court in California Nixes Forum Selection Clause in Delaware Corporation’s Bylaws that Would Require Shareholders Outside Delaware to Bring Suit Against the Corporation in Delaware.

In recent years, several Delaware corporations have either adopted or proposed exclusive forum selection bylaw provisions. These provisions generally require that stockholder suits relating to the internal affairs of a corporation be brought exclusively in the company’s state of incorporation, Delaware. However, a minority shareholder in California might prefer to bring suit here