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To embed, copy and paste the code into your website or blog: About eight years ago, I wrote about Section 201(a) of the California Corporations Code which prohibits the Secretary of State from filing articles of incorporation setting forth a name in which “bank,” “ trust,” “trustee,” or related words appear, unless a certificate of approval of the Commissioner of Financial Protection & Innovation is attached thereto. The statute quite clearly does not prohibit a corporation from using the word bank in its business. Chime Financial Inc. quite obviously doesn t use bank as part of its name. However, Chime used Chimebank.com as URL address until February of last year when the DFPI came knocking. The DFPI found that the use of Chimebank.com violated Section 561 of the Financial Code. That statute does not absolutely forbid the use of the word bank but it does generally forbid use of the corporate or artificial names or words suggesting that a pe ....
Yesterday, I listed to a talk by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery entitled "Purpose, Power, and Fiduciary Duty: Dimensions of Delaware's Corporate Law. ....
On Monday, John Jenkins at Deallawyers.com wrote about a recent Delaware Court of Chancery decision finding that as alleged, "the Director Defendants’ decisions to delegate the Proxy to. ....
To embed, copy and paste the code into your website or blog: When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized. In California, the merger will be effective as to the disappearing California corporation as of the time of effectiveness in the foreign jurisdiction upon making the required filing with the California Secretary of State. Cal. Corp. Code § 1108. If, for example, a California corporation merges into a Delaware corporation and the merger takes effect in Delaware on January 1, then the merger will be effective in California on January 1 as soon as the required filing is made in California. ....
To embed, copy and paste the code into your website or blog: Sometimes a corporation will for one reason or another fall into desuetude, with all of the directors and officers having resigned or died. If the corporation has not dissolved and wound up, the shareholders remain shareholders as there is no expiration date on their shares. If, perchance, a shareholder discovers that the corporation has some remaining assets, there may be a desire to reconstitute the board and management. The problem is that that there are no incumbent directors or officers who can call a meeting of shareholders. One answer may be for the holders of shares entitled to cast not less than 10% of the votes at the meeting to call a special meeting pursuant to Section 600(d) of the California Corporations Code. This may be a good dog, but it may not hunt in all situations. In some cases, it may not be possible to find shareholders with sufficient shares to call the meeting. Even when ....