You Won't Find The Answers To These Questions In The California General Corporation Law
Thursday, May 11, 2023
California Corporate Law Doesn't Define Certain Things

I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following:

  • What are the fiduciary duties of officers? (Section 309 only specifies the duties of directors. );
  • What law governs the fiduciary duties of officers of foreign corporations? (Section 2116 governs only the liability of directors of foreign corporations transacting intrastate business.  See this post.);
  • Must a corporation adopt Bylaws? (See this post.);
  • How is a "class" of shares defined? (Section 183 defines "series" but "class" is not defined.  See this post.");
  • Must a share certificate be dated, and, if so, what date should be used? (Section 416 prescribes who must sign certificates but does not address the dating of certificates.  See this post.).

The General Corporation Law cannot address every "jot and tittle", but it is nevertheless surprising that it does not at least provide a ready answer to these and other fundamental questions.  

What's an "i" without a tittle?

The expression "jot and tittle" is derived from a Hebrew letter, yod, and a Hebrew pen stroke, a qots.  Both are small and hence the expression refers to very small things.  The English word for qots is "tittle" which is derived from the Latin word titulus.  A qots is a stroke or mark over a Hebrew letter.  "Tittle" now usually refers to the dot over the letter "i".  An "i" is not dotted, it is tittled. 

"one iott or one tytle of the lawe shall not scape . . . ."

William Tyndale's translation is credited with originating the English expression in his translation of Matthew 5:18: "one iott or one tytle of the lawe shall not scape . . .".  (the letter yod is related to the Greek letter iota).   Several other expressions from Tyndale's translations of the Bible continue to be used today, including "eat, drink and be merry",  "the powers that be", "the spirit is willing",  and ‘"fight the good fight".  In 1536, Tyndale was punished by strangulation and burning for the crime of translating the Bible into English.  

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