While many disagree with the policy choices made by the drafters of the California General Corporation Law, I think many would agree that the GCL is well drafted from a technical perspective.  I find it far better organized and accessible than Delaware’s code.  Nonetheless, there are a few mysteries that I find intriguing and at times frustrating.  These include:

• Section 183 defines “series” to mean “those shares within a class which have the same rights, preferences, privileges and restrictions but which differ in one or more rights, preferences, privileges or restrictions from other shares within the same class.”  To understand this definition, one needs to know what a “class” is, but the GCL never defines “class”.

• Section 200 permits one or more natural persons, partnerships, associations, or corporations (domestic or foreign) to form a corporation under the GCL but makes no mention of limited liability companies.

• The GCL allows a name change to be effected, without a shareholder vote, by means of a short-form merger, but doesn’t allow a board of directors to amend the articles without a shareholder vote to do the same thing.  Compare Section 1110(d) with Section 902.