Allen Matkins

Website: https://www.calcorporatelaw.com/
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California’s statutes requiring that publicly held corporations have a minimum number of female directors and directors from “underrepresented communities” rely upon the individual’s self identification.  Cal. Corp. Code §§ 301.3(f)(1) & 301.4(e)(1).   Self-identification seems to leave the question entirely up to the individual.  However, the self-identification standard raises concerns about potentially liability under the securities laws for allegedly opportunistic or unproved identifications. First, although self-identification may be regarded simply as an opinion, an opinion may…
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…
In 2006, the California legislature reestablished the requirement that certain state agencies designate a small business liaison.  Cal. Gov’t Code § 11148.5 added by Cal. Stats.  2006, Ch. 234.   A state agency is subject to this requirement if it either  significantly regulates small business or significantly impacts small business.  The responsibilities of the small business liaison are as follows: Receiving and responding to complaints received by the agency from small businesses. Providing technical advice and assisting small businesses in resolving problems…
California’s Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification.  Cal. Corp. Code § 25130.  Transaction exempt from this requirement can be found in Section 25104 and securities not subject to this requirement can be found in Section 25100.1.  The Commissioner has also exempted by rule any offer or sale of a…
Section 189 of the California General Corporation Law defines “subsidiary” as follows: “(a) Except as provided in subdivision (b), “subsidiary” of a specified corporation means a corporation shares of which possessing more than 50 percent of the voting power are owned directly or indirectly through one or more subsidiaries by the specified corporation. (b) For the purpose of Section 703, “subsidiary” of a specified corporation means a corporation shares of which possessing more than 25 percent…
Lawyers deal with the law every day, but seldom pause to ask the existential question – What is law?   Conveniently, the California legislature has provided some definitions.  Section 22 of the Civil Code defines “law” in decidedly magisterial terms: “Law is a solemn expression of the will of the supreme power of the State.” How is that the supreme power express its will?  The answer can be found in Section 22.1 of the Civil Code…
Today, the Nevada Assembly Judiciary Committee is holding a hearing on SB No. 95, a bill that would make numerous changes to Nevada’s business entity statutes.  One change would be to amend NRS 78.046 to authorize the articles of incorporation or bylaws of a corporation to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United States, that “concurrent jurisdiction actions” must be brought solely or exclusively in…
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Section 2117 of the California Corporations Code requires every foreign corporation (other than a foreign association) that is qualified to transact intrastate business to file a statement of information.  The initial statement of information is due within 90 days of the filing to the original statement of designation.  Thereafter, a statement of information must be filed annually “during the applicable filing period”.    Curiously, however, the statute never states what constitutes the “applicable filing…
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 obtain a certificate of qualification from the California Secretary of State.  Cal. Corp.…
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In October 1907,  F. Augustus Heinze and Charles W. Morse tried, but failed, to corner the copper market, only to be out maneuvered by John Rockerfeller.  Mr. Heinze was president of the National Commercial Bank of New York and the depositors began a run on the bank.  Although initially curbed, the panic soon spread to the trust companies, including the Knickerbocker Trust.  Eventually, the speculations of these two men resulted in a global economic crisis…