October 19, 2021

Volume XI, Number 292

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October 18, 2021

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What Is So Special About A "Special Proceeding"?

Several provisions of the California General Corporation Law provide for "special proceedings" in the Superior Court.  One such provision is Section 1800 which allows certain persons to bring an action for the involuntary dissolution of the corporation.  Howard v. Data Storage Associates, Inc., 125 Cal. App. 3d 689, 695, 178 Cal. Rptr. 269, 272 (1981).   But what makes a proceeding special?

"You think you're special"

A special proceeding generally has two characteristics.  First, it is established by statute (e.g., Section 1800).  Second, a special proceeding typically includes remedies that were unknown to equity or common law courts.  Rosner v. Benedict Heights, Inc., 219 Cal. App.2d 1, 32 Cal. Rptr. 764 (1963).

A third factor may be added to this list.  It is basically a consequence of the first two, as explained by the late Justice Clarke E. Stephens:

Since in the absence of a statute the California right to trial by jury extends only to those  cases triable by a jury at common law as it existed in 1850, and since the courts could not dissolve a corporation on petition of a minority shareholder prior to 1931 ( Weisman v. Odell, supra, at p. 494; Elliott v. Superior Court, 168 Cal. 727 [145 P. 101]), it is clear that the right to trial by jury does not extend to an involuntary dissolution proceeding. (29 Cal.Jur.2d, Jury, § 13, p. 501.)

Rankin v. Frebank Co., 47 Cal. App. 3d 75, 92, 121 Cal. Rptr. 348, 359 (1975).

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 221
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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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