1. The State of California (in contrast, for example, to Delaware) is *very* finicky. 2. At best, the proposed paragraph, with some edits,...

Like Attorney Doland, my initial reaction was, "What is a Certificate of Determination?". With a little research, I now understand its role: -...

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Script release form question. I'm wanting to know if this is stating that the prodco can take my material w/out paying.

Keeping in mind that it is difficult to make a definitive statement when one has not read the entirety of an agreement: The quoted paragraph...

Does the LLC managing member need to provide specifics about investments to shareholders?

The easy part of this answer is to describe the information to which LLC members (they are not shareholders) are entitled. I blogged about this...

CA corp: can shareholders of same class/series have different rights and restrictions?

I believe that I just answered this question in a response to your comment to my answer to a prior question yesterday. There is a difference...

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Corporations: any difference between outlining share rights & restrictions in bylaws versus shareholder agreements?

A couple of clarifications, before answering the question directly. First, when share restrictions are included in formation-related documents,...

Are work-for-hire agreements necessary for founders?

SHORT ANSWER: Founders need to assign to the company, in writing, all rights (including all intellectual property rights) in the work product...

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CA private corp: can the board subjectively approve/disapprove all share transfers?

In privately-held corporations, shareholders frequently are issued what is called "restricted stock". The restrictions (including, most notably,...

Beside elections, are there corporate decisions that REQUIRE the vote of the shareholders?

Shareholder votes are required for the following (this may not be a comprehensive list – citations to Corporations Code Sections are...

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Non Resident and LLC

I have helped dozens of foreign clients form legal entities (LLCs or corporations) in the U.S. Yes, a foreigner can be a member of a limited...