March 1, 2021

Volume XI, Number 60

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March 01, 2021

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February 26, 2021

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Senator Jones Introduces Bill To Provide Cures For Incurable Corporate Acts

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 means for California corporations to remediate defective corporate acts.  The bill, if enacted, will not provide a cure for all ills.  For example, a ratification or validation of corporate acts is not permitted  if, by virtue of the ratification or validation of a corporate action, an instrument previously filed with the Secretary of State or provision within an instrument previously filed with the Secretary of State would become incorrect or incomplete.

It is still very early in this session and SB 218 will not (and cannot be heard) in committee for at least a month.

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© 2010-2020 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 21
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
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Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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