Legislative updates

Executive Order N-40-20, effective March 30, 2020, suspends General Corporation Law requirements that business corporations obtain shareholder consent before holding shareholder meetings by electronic transmission or by electronic video screen communication and the requirement for written notice of such meetings under specified conditions and with respect to meetings already scheduled or otherwise required to be held before June 30,2020.
The California Secretary of State’s Office has posted its March 2020 Report on Women on Boards of Directors. This report was required to be posted by the Secretary of State by Senate Bill 826, Laws of 2018 which provides, among other things, that “No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California shall have a minimum of one female director on its board.” The bill also provides that no later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its Internet Web site regarding compliance with the law and providing other information. For more information on Senate Bill 826, see our article “California Becomes First State To Require Gender Diversity on Boards of Directors”.

Case summaries

Corporate Citizenship
Mueller v. Clarke, SACV 20-01401, decided September 28, 2020. The U.S. District Court, Central District of California held that a Texas professional corporation was not a citizen of California for diversity purposes because it qualified to do business in California as foreign professional corporation. The court noted that this is a registration requirement for foreign corporations and “to state the obvious, because they are foreign to California they are not citizens of the state”.
Suspension and Revival
Granny Purps, Inc. v. County of Santa Cruz, H045387, decided August 5, 2020. The California Court of Appeal ruled that the plaintiff’s causes of action were time barred by the statute of limitations. The plaintiff filed within the limitations period but its corporate status was suspended at the time and it was not revived until after the limitations period. According to the court the statute of limitations is a substantive defense and a corporation’s revivor does not retroactively validate a lawsuit filed during suspension.
Right to Jury
Nationwide Biweekly Administration, Inc. v. Superior Court, No. S250047, decided April 30, 2020. The California Supreme Court held that civil actions brought by the Attorney General or local prosecuting authorities against a business under the state’s unfair competition law and false advertising law seeking civil penalties as well an injunction or other equitable remedies are equitable in nature and are properly tried by the court rather than a jury. The legislative history and legislative purpose of both statutes convincingly establish that the Legislature intended that such causes of action under these statutes would be tried by the court, exercising the traditional flexible discretion and judicial expertise of a court of equity, and not by a jury, including when civil penalties as well as injunctive relief and restitution are sought.
Applicability of Securities Laws to Direct Listings
Pirani v. Slack Technologies, Inc., No. 19-cv-05857, decided April 21, 2020. The U.S. District Court, Northern District of California held, in a case of first impression, that an investor who purchased stock in a direct listing in which registered and unregistered shares were made publicly tradeable at the same time has standing to bring an action under Sec. 11 of the Securities Act of 1933 claiming losses due to misstatements and omissions in the offering documents.
Suspended Corporation
Wanke Industrial, Commercial, Residential, Inc. v. AV Builder Corp., D074392, decided February 19, 2020. The California Court of Appeal held that a judgment creditor could bring a creditor’s suit against a third party that owed the judgment debtor money even though the judgment debtor was a suspended corporation that lacked the capacity to sue the third party. The creditor’s suit statute considers whether the judgment debtor is owed a debt by the third party, not whether it has the capacity to collect the debt.

Other notices

There are no new notices at this time.