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A year ago, “all changed, changed utterly”.  In February 2020, I doubt very few, if anyone, would have anticipated that schools, government offices, houses of worship, museums, offices, theaters, and restaurants would be closed and that people would be mostly confined to working at home and wearing face masks.  Now that the Covid-19 pandemic is easing, retrospection has already begun.  Anne G. Crisp, Joan MacLeod Heminway, and Gray Buchanan Martin recently published an article that…
One of the many inconveniences imposed by the Covid-19 pandemic has been the difficulty in obtaining notarization of documents.  Yesterday, Secretary of State Dr. Shirley N. Weber held a Zoom hearing to discuss whether remote notarization should be permitted in California.  The hearing was attended by more than 500 persons and included proponents and opponents of the concept.  The Secretary of State announced that she currently has no position on the idea. Assembly Member Jones-Sawyer…
Lynn Jokela at TheCorporateCounsel.net blog took note yesterday of recently updated guidance from the SEC’s Division of Corporation Finance concerning the conduct of shareholder meetings in light of the Covid-19 pandemic.  Among other things, the guidance observes: “Exchange Act Rule 14a-8(h) requires shareholder proponents, or their representatives, to appear and present their proposals at the annual meeting.  In light of the possible difficulties for shareholder proponents to attend annual meetings in person to present their…
Eight years ago, the California legislature established a fund to compensate victims of corporate fraud.  Cal. Stats. 2012, Ch. 564.  The Secretary of State administers the fund, but has no authority to investigate or bring enforcement actions against corporate fraudsters.  In order to be eligible for an award from the fund, the victim must have a final civil court judgment, judgment based on an arbitration award, or a criminal restitution order.   Moreover, the civil judgment…
I am aware of two pending challenges to the constitutionality of California’s female director quota mandate.  One, Crest v. Padilla, is pending in the Superior Court in Los Angeles.  The other, Meland v. Padilla, is pending in the U.S. District Court for the Eastern District of California.  The Superior Court in Crest has found that the plaintiff has standing while the U.S. District Court in Meland has reached the opposite conclusion.   The plaintiff has appealed that decision to the Ninth…
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 shareholders (unless, of course, the…
The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7).    The GCL, however, does not permit a corporation to convert to a foreign other business entity (Section 171.07).  The Corporations Committee of the Business Law Section of the California Lawyers Association would like to see that change and has sponsored legislation, SB 288 (Jones), to make that happen.  This is a repeat of an effort that…
Some corporate actions defy a cure.  Other states, notably Delaware and Nevada, have taken action to provide cures for the incurable.  Last year, the Corporations Committee of the Business Law Section of the California Lawyers Association sponsored a bill to provide similar relief for California Corporations.  Like many other things, the Covid-19 Pandemic disrupted that effort.  The work was not for naught because last week Senator Brian W. Jones introduced SB 218 to provide nonexclusive…