chapter xiii corporations condensed outline xiii corporations condensed outline i. introduction a....
TRANSCRIPT
Chapter XIII
CORPORATIONS
CONDENSED OUTLINE
I. INTRODUCTION
A. In General.
B. General Corporation Law.
C. Disregard of Corporate Entity.
D. Types of Corporations.
E. Corporations Compared With Other Entities.
F. Promoters.
II. FORMATION OF CORPORATIONS
A. In General.
B. Articles of Incorporation.
C. Bylaws.
D. Annual Statement.
E. Agent for Service of Process.
F. Certificate of Correction.
III. DIRECTORS AND OFFICERS
A. In General.
767
B. Meetings and Board Action.
C. Fiduciary Relationship of Directors.
D. Liabilities of Directors.
E. Other Officers and Agents.
F. De Facto Directors and Officers.
IV. CORPORATE POWERS
A. In General.
B. Emergency Powers.
C. Distributions to Shareholders.
D. Gift or Loan of Assets or Credit.
E. Transfer of All Assets.
F. Ultra Vires Acts.
V. SHARES OF STOCK
A. In General.
B. Transfer of Shares.
C. Investment Securities Under Commercial Code.
VI. SHAREHOLDERS
A. In General.
B. Meetings and Elections.
C. Voting.
D. Dividends.
E. Derivative Actions.
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F. Fiduciary Obligations of Controlling Shareholders.
G. Liability of Shareholders to Corporation.
H. Liability of Shareholders to Creditors.
VII. REORGANIZATION
A. Types of Reorganizations.
B. Board Approval.
C. Shareholder Approval.
D. Merger Procedure.
E. Dissenting Shareholders’ Rights.
F. Abandonment.
G. Conversion.
VIII. DISSOLUTION AND FORFEITURE
A. Dissolution.
B. Forfeiture for Failure To Pay Franchise Tax.
IX. FOREIGN CORPORATIONS
A. Right To Do Business.
B. Conflict of Laws.
C. Quasi-Foreign Corporations.
X. NONPROFIT CORPORATIONS
A. In General.
B. Nonprofit Public Benefit Corporations.
C. Mutual Benefit Corporations.
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D. Religious Benefit Corporations.
E. Corporations for Special Purposes.
XI. HYBRID CORPORATIONS
A. Social Purpose Corporations.
B. Benefit Corporations.
XII. CORPORATE SECURITIES LAW OF 1968
A. In General.
B. Qualification of Sale or Offer of Securities.
C. Regulation of Agents, Broker-Dealers, and Investment
Advisers.
D. Advertising Securities.
E. Fraudulent and Prohibited Practices.
F. Enforcement.
XIII. RELATED INVESTMENT LAWS
A. Franchise Investment Law.
B. Capital Access Company Law.
C. California Commodity Law of 1990.
DETAILED OUTLINE
I. INTRODUCTION
A. In General.
1. [§1] Nature of Corporation.
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2. [§2] Reserved Legislative Power Over Corporation Law.
3. [§3] Statutory Development.
4. [§4] Authorities and Practice Works.
B. General Corporation Law.
1. [§5] Statutory Framework.
2. [§6] General Provisions and Scope.
3. [§7] Definitions.
4. [§8] Prohibited Acts and Penalties.
5. [§9] Secretary of State Forms and Fees.
6. [§10] Victims of Corporate Fraud Compensation Fund.
C. Disregard of Corporate Entity.
1. In General.
(a) [§11] Nature of Doctrine.
(b) [§12] Reverse Piercing of Corporate Veil.
(c) [§13] Test.
(d) [§14] Illustrations.
2. Fraud or Other Wrongful Act.
(a) [§15] Fraud Against Third Parties.
(b) [§16] Evasion of Contractual Obligations.
(c) [§17] Circumvention of Statute.
3. [§18] Wholly Inadequate Capitalization.
4. [§19] Liability of Parent for Obligations of Subsidiary.
5. Original Business and Successor.
(a) [§20] General Rule: Successor Is Liable forPredecessor’s Debts.
(b) [§21] Exception: Good Faith Transfer for AdequateConsideration.
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6. [§22] Disregard at Instance of Corporation or Incorporators.
D. Types of Corporations.
1. [§23] De Facto and De Jure Corporations.
2. [§24] Corporation by Estoppel.
3. [§25] Public Corporations.
4. [§26] Nonprofit Corporations.
5. [§27] Hybrid Corporations.
6. Corporations for Specific Purposes.
(a) [§28] Cooperative Corporations.
(b) [§29] Small Business Financial DevelopmentCorporations.
(c) [§30] Other Special Types.
7. Professional Corporations.
(a) [§31] In General.
(b) [§32] Authorized Professions.
(c) [§33] Formation.
(d) [§34] Operation and Regulation.
8. Close Corporations.
(a) [§35] Nature and Statutory Authorization.
(b) [§36] Organization.
(c) [§37] Agreement.
(d) [§38] Transferring and Voting Shares.
(e) [§39] Termination.
E. Corporations Compared With Other Entities.
1. [§40] Partnership.
2. [§41] Limited Liability Company.
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3. Unincorporated Association.
(a) [§42] In General.
(b) [§43] Common Associations.
(c) [§44] Entity Status.
(d) [§45] Liability.
(e) [§46] Control Over Members.
(f) Rights and Remedies of Members.
(1) [§47] Inspection of Records.
(2) [§48] Judicial Remedies.
(g) Admission to Membership.
(1) Medical Society or Hospital Staff.
(aa) [§49] In General.
(bb) [§50] Common Law Fair ProcedureRequirement.
(cc) [§51] Codification of Requirement.
(2) [§52] Fraternal or Honorary Society.
(h) [§53] Suspension or Expulsion.
(i) [§54] Merger.
(j) [§55] Dissolution.
4. Business Trust.
(a) [§56] Nature of Association.
(b) [§57] Liability of Beneficiaries.
(c) [§58] Liability of Trustees and Trust Estate.
(d) [§59] Real Estate Investment Trust.
F. Promoters.
1. [§60] Nature and Function.
2. [§61] Duty of Disclosure.
3. [§62] Fraud Against Future Subscribers.
4. [§63] Contracts.
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II. FORMATION OF CORPORATIONS
A. [§64] In General.
B. Articles of Incorporation.
1. Required Provisions.
(a) [§65] Name.
(b) [§66] Statement of Purpose and Agent for Service ofProcess.
(c) [§67] Stock and Stock Preferences.
2. Optional Provisions.
(a) [§68] Provisions Permissible in Articles or Bylaws.
(b) [§69] Provisions Ineffective Unless Included inArticles.
3. [§70] Execution and Filing.
4. Amendment of Articles.
(a) [§71] Power To Amend.
(b) [§72] Limitations on Amendment.
(c) Certificate of Amendment.
(1) [§73] Amendment Before Shares Are Issued.
(2) [§74] Amendment After Shares Are Issued.
(3) [§75] Establishing Wording of Amendment.
(4) [§76] Filing.
(d) Required Votes.
(1) [§77] Before Issuance of Shares.
(2) [§78] After Issuance of Shares.
(3) [§79] Amendments Having Adverse Effect.
(e) [§80] Restating Articles.
C. Bylaws.
1. [§81] Adoption and Amendment.
2. [§82] Provisions.
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D. [§83] Annual Statement.
E. [§84] Agent for Service of Process.
F. [§85] Certificate of Correction.
III. DIRECTORS AND OFFICERS
A. In General.
1. [§86] Number and Qualification.
2. [§87] Election and Term.
3. [§88] Resignation and Removal.
4. [§89] Compensation.
5. Indemnification.
(a) [§90] Nature and Scope of Statute.
(b) Conditions Justifying Indemnification.
(1) [§91] Agent Successful on Merits.
(2) [§92] Actions on Behalf of Corporation and OtherProceedings.
(3) [§93] Authorization Required forIndemnification.
6. [§94] Right of Inspection.
B. Meetings and Board Action.
1. [§95] Exercise of Corporate Powers.
2. [§96] Calling and Noticing Meetings.
3. [§97] Transaction of Business.
4. [§98] Provisional Director To Break Deadlock.
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C. Fiduciary Relationship of Directors.
1. Relations With Corporation.
(a) [§99] Personal Profits.
(b) Competition.
(1) [§100] Doctrine of Corporate Opportunities.
(2) [§101] Inducing Employees To Join Competitor.
(c) Transactions Between Director and Corporation.
(1) [§102] Test of Validity.
(2) [§103] Fraud or Unfairness.
(3) [§104] Contract Fixing Compensation.
(4) [§105] Golden Parachute.
(d) [§106] Delegation of Functions or Surrender ofControl.
2. Relations With Shareholders.
(a) [§107] In General.
(b) Duty of Disclosure.
(1) [§108] Special Facts.
(2) [§109] Other Situations.
3. [§110] Relations With Creditors of Insolvent Corporation.
D. Liabilities of Directors.
1. [§111] Unauthorized Distributions, Loans, and Guaranties.
2. Negligence, Mismanagement, and Fraud.
(a) [§112] In General.
(b) [§113] Reliance on Information Provided by Others.
(c) [§114] Sanctions for Misrepresentation or Fraud.
3. [§115] Acts of Other Directors or Officers.
4. [§116] Intentional Tort.
5. [§117] Limitation on Liability of Directors.
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E. Other Officers and Agents.
1. [§118] In General.
2. Authority To Bind Corporation.
(a) [§119] In General.
(b) [§120] Implied Authority of Executive Officers.
(c) [§121] Signatures on Written Instruments.
F. [§122] De Facto Directors and Officers.
IV. CORPORATE POWERS
A. [§123] In General.
B. [§124] Emergency Powers.
C. Distributions to Shareholders.
1. [§125] In General.
2. [§126] Redemption.
D. Gift or Loan of Assets or Credit.
1. [§127] Gifts and Contributions to Charity and Education.
2. [§128] Political Contributions for Business Purpose.
3. [§129] Lending Credit.
4. [§130] Loans or Guaranties to Directors or Officers.
E. [§131] Transfer of All Assets.
F. Ultra Vires Acts.
1. [§132] Doctrine Abolished as to Third Parties.
2. [§133] Rights of Corporation and Shareholders.
3. [§134] Illegal and Fraudulent Acts.
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V. SHARES OF STOCK
A. In General.
1. [§135] What Constitutes Share.
2. [§136] Classes and Preferences.
3. [§137] Valuation and Payment.
4. [§138] Certificates of Stock.
5. [§139] Preincorporation Subscription Agreements.
6. [§140] Securities Regulation.
B. Transfer of Shares.
1. [§141] Valid Restrictions.
2. [§142] Statement on Certificate.
3. [§143] Authorized Transfers.
C. Investment Securities Under Commercial Code.
1. In General.
(a) [§144] Statutory Development.
(b) [§145] Scope of Code.
(c) [§146] Securities Defined.
(d) [§147] Statute of Frauds.
(e) [§148] Choice of Law.
2. [§149] Issue and Issuer.
3. Transfer of Securities.
(a) [§150] Delivery.
(b) [§151] Warranties.
4. [§152] Rights of Purchaser.
5. [§153] Rights of Creditors.
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6. Registration.
(a) [§154] Rights of Owner and Purchaser.
(b) [§155] Duty of Issuer To Register.
(c) [§156] Duty of Issuer To Replace Lost Security.
(d) [§157] Liabilities of Issuer.
(e) [§158] Agent for Issuer.
7. Security Entitlements.
(a) [§159] In General.
(b) [§160] Property Interest of Entitlement Holder.
(c) [§161] Duties of Securities Intermediary.
VI. SHAREHOLDERS
A. In General.
1. [§162] Shareholders of Record.
2. [§163] Nature of Rights.
3. [§164] Inspection of Records.
4. [§165] Annual Report and Financial Statement.
5. [§166] Recovery for Wrongfully Induced Retention ofShares.
B. Meetings and Elections.
1. [§167] Time and Place.
2. [§168] Notice and Waiver.
3. [§169] Quorum.
4. [§170] Notification of Results.
C. Voting.
1. In General.
(a) [§171] Shareholders of Record.
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(b) [§172] Fiduciaries.
(c) [§173] Shares Held by Another Corporation.
2. [§174] Cumulative Voting.
3. Proxies.
(a) [§175] Validity and Duration.
(b) [§176] Regulation of Solicitation.
4. [§177] Voting Agreements and Trusts.
D. Dividends.
1. [§178] Nature and Kinds of Dividends.
2. [§179] Discretion of Directors.
3. [§180] Ownership of Dividend: Time of Declaration.
4. [§181] Rights of Preferred Shareholders.
E. Derivative Actions.
1. [§182] In General.
2. [§183] Contemporary Ownership Requirement.
3. [§184] Demand on Directors To Act.
4. Personal Action by Shareholder.
(a) [§185] Joinder.
(b) [§186] Action Based on Fraud.
(c) [§187] Action by Insured Shareholder.
5. Security for Costs.
(a) [§188] Nature of Statute.
(b) [§189] Statute Is Not Applicable to Personal Action.
6. [§190] Compromise, Dismissal, and Appeal.
7. [§191] Attorneys’ Fees to Plaintiff.
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F. Fiduciary Obligations of Controlling Shareholders.
1. [§192] General Principle.
2. [§193] Illustrations.
G. Liability of Shareholders to Corporation.
1. [§194] Calls on Partly Paid Shares.
2. [§195] Assessment Under Stated Power.
3. [§196] Unlawful Dividends or Purchases of Shares.
H. Liability of Shareholders to Creditors.
1. [§197] Partly Paid Shares.
2. [§198] Fraud and Watered Stock.
VII. REORGANIZATION
A. Types of Reorganizations.
1. [§199] Merger Reorganization.
2. [§200] Exchange Reorganization.
3. [§201] Sale-of-Assets Reorganization.
4. [§202] Readjustment To Eliminate Arrearages.
5. [§203] Bankruptcy Reorganizations.
B. [§204] Board Approval.
C. Shareholder Approval.
1. [§205] When Not Required.
2. [§206] When Required.
3. [§207] Voting Rights.
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D. Merger Procedure.
1. [§208] Merger Agreement.
2. [§209] Filing and Effective Date.
3. [§210] Rights and Liabilities of Constituent Corporations.
4. [§211] Name and Ownership of Real Property.
E. Dissenting Shareholders’ Rights.
1. [§212] In General.
2. [§213] Conditions and Restrictions.
3. [§214] Determining Value of Shares.
4. [§215] Shareholder’s Election.
5. [§216] Appraisal Right as Exclusive Remedy.
F. [§217] Abandonment.
G. Conversion.
1. [§218] In General.
2. [§219] Plan.
3. [§220] Statement of Conversion.
4. [§221] Effect.
5. [§222] Record Ownership of Real Property.
VIII. DISSOLUTION AND FORFEITURE
A. Dissolution.
1. In General.
(a) [§223] Methods of Dissolution.
(b) [§224] Corporate Existence Continues.
(c) [§225] Distinction: Action Involving Foreign
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Corporation.
2. Voluntary Dissolution.
(a) [§226] Without Court Proceedings.
(b) [§227] Control by Court.
3. Involuntary Dissolution.
(a) [§228] Parties.
(b) [§229] Grounds.
(c) [§230] Procedure.
(d) [§231] Election To Purchase Shares.
4. Distributions and Orders.
(a) [§232] Distribution to Shareholders.
(b) [§233] Creditors’ Rights Against Former Shareholders.
(c) [§234] Certificates and Orders.
B. Forfeiture for Failure To Pay Franchise Tax.
1. [§235] Effect on Contracts and Conveyances.
2. [§236] Effect on Actions.
3. [§237] Penalties and Loss of Corporate Name.
4. [§238] Revivor by Payment of Back Taxes.
IX. FOREIGN CORPORATIONS
A. Right To Do Business.
1. [§239] State’s Power To Impose Conditions.
2. [§240] Definitions and Governing Statute.
3. [§241] Certificate of Qualification.
4. [§242] Penalties for Failure To Comply.
5. [§243] Surrender of Right To Transact Intrastate Business.
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6. [§244] Service of Process.
7. [§245] Foreign Corporation Not Transacting IntrastateBusiness.
8. [§246] Activities of Foreign Lending Institution.
B. Conflict of Laws.
1. [§247] Formation of Corporation.
2. [§248] Dissolution of Corporation.
3. [§249] Qualifying To Do Business.
4. [§250] Corporate Powers and Liabilities.
5. [§251] Shareholders, Directors, and Officers.
6. [§252] Internal Affairs.
C. Quasi-Foreign Corporations.
1. [§253] In General.
2. [§254] Constitutionality of Statute.
3. [§255] Affected Corporations.
4. [§256] Excluded Corporations.
5. [§257] Applicable Provisions.
X. NONPROFIT CORPORATIONS
A. In General.
1. [§258] Nature and Organization.
2. Nonprofit Corporation Law.
(a) [§259] In General.
(b) [§260] Definitions.
(c) [§261] Filing Requirements.
(d) [§262] Notice and Mailing.
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(e) [§263] Approval by Board or Members.
B. Nonprofit Public Benefit Corporations.
1. [§264] Statutory Citation and Scope.
2. Organization and Powers.
(a) [§265] Authorized Purposes.
(b) [§266] Formation.
(c) [§267] Corporate Name.
(d) [§268] Incorporation of Existing Association.
(e) [§269] Statutory Powers.
(f) [§270] Emergency Action.
(g) [§271] Raising Limitations on Powers.
3. Articles and Bylaws.
(a) [§272] Contents of Articles.
(b) Amendment and Restatement of Articles.
(1) [§273] In General.
(2) [§274] Amendment To Change Corporate Status.
(3) [§275] Amendment To Extend Term of CorporateExistence.
(4) [§276] Who Must Approve Amendment.
(5) [§277] Certificate of Amendment.
(6) [§278] Restated Articles.
(c) [§279] Adoption, Amendment, and Repeal of Bylaws.
(d) [§280] Contents of Bylaws.
(e) [§281] Location and Inspection of Articles and Bylaws.
4. Selection, Resignation, and Removal of Directors.
(a) [§282] Method of Selection and Term.
(b) [§283] Restrictions on Interested Persons as Directors.
(c) Election.
(1) [§284] In General.
(2) [§285] Nomination Procedure.
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(3) [§286] Solicitation Materials.
(4) [§287] Cumulative Voting.
(d) [§288] Action To Determine Validity of Selection.
(e) [§289] Resignation.
(f) Removal.
(1) [§290] In General.
(2) [§291] Without Cause.
(g) [§292] Vacancies.
(h) [§293] Provisional Directors.
5. Management of Corporate Affairs.
(a) [§294] Exercise and Delegation of Corporate Powers.
(b) [§295] Corporate Officers.
(c) [§296] Committees.
(d) Meetings.
(1) [§297] In General.
(2) [§298] Transaction of Business.
(3) [§299] Alternative Procedure Authorized byCourt.
(e) [§300] Investments.
(f) [§301] Supervision by Attorney General.
(g) [§302] Compliance With Internal Revenue Code.
(h) [§303] Distributions to Members Are Prohibited.
(i) [§304] Transactions Involving Corporate Assets.
(j) [§305] Service of Process.
6. Standards for Conducting Corporate Affairs.
(a) [§306] Scope of Statutory Requirements.
(b) [§307] Good Faith Performance of Duties by Directors.
(c) Self-Dealing by Interested Directors.
(1) [§308] In General.
(2) [§309] Conditions Precluding Remedies AgainstInterested Directors.
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(d) [§310] Transactions Between Entities With CommonDirectors.
(e) [§311] Determining Compensation.
(f) [§312] Loans or Guaranties to Directors or Officers.
(g) Liability for Improper Actions.
(1) [§313] Scope of Liability.
(2) [§314] Action To Enforce Liability.
(h) Indemnification.
(1) [§315] In General.
(2) [§316] Conditions Justifying Indemnification.
7. Members.
(a) [§317] Definitions.
(b) [§318] Issuance of Memberships.
(c) [§319] Transfer of Memberships.
(d) Termination of Memberships.
(1) [§320] In General.
(2) [§321] Procedural Requirements.
(e) [§322] Liability.
(f) Meetings and Voting.
(1) [§323] In General.
(2) [§324] Notice.
(3) [§325] Quorum.
(4) [§326] Determining Members of Record.
(5) [§327] Written Ballot in Lieu of Meeting.
(6) [§328] Voting Rights.
(7) [§329] Proxies.
(8) [§330] Election Inspectors.
(9) [§331] Waiver of Procedural Errors.
(10) [§332] Alternative Procedure Authorized byCourt.
(11) [§333] Acceptability of Signatures.
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(g) Derivative Actions.
(1) [§334] In General.
(2) [§335] Plaintiff’s Bond.
8. Records and Reporting Requirements.
(a) [§336] In General.
(b) [§337] Annual Report.
(c) [§338] Statement of Indemnifications and InsiderTransactions.
(d) [§339] Filing With Secretary of State.
(e) [§340] Reports to Other Public Officers.
(f) Liability for False or Deceptive Acts.
(1) [§341] Civil Liability.
(2) [§342] Criminal Liability.
9. Inspection Rights.
(a) [§343] In General.
(b) Membership List.
(1) [§344] Demand for Inspection.
(2) [§345] Court Order Limiting Inspection.
(3) [§346] Setting Aside Inspection Demand.
(4) [§347] Enforcement of Inspection Rights.
(5) [§348] Improper Use of List.
10. Mergers.
(a) [§349] In General.
(b) [§350] Merger Agreement.
(c) [§351] Required Filings.
(d) [§352] Merger With Foreign Corporation.
(e) [§353] Effect of Merger.
11. Dissolution.
(a) Involuntary Dissolution.
(1) [§354] Grounds.
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(2) [§355] Filing Complaint.
(3) [§356] Court Orders and Jurisdiction.
(4) [§357] Action by Attorney General.
(5) [§358] Corporate Activities.
(6) [§359] Presentation and Payment of Claims.
(7) [§360] Order for Dissolution.
(b) Voluntary Dissolution.
(1) [§361] Who Must Approve.
(2) [§362] Certificate of Election.
(3) [§363] Revocation of Election.
(4) [§364] Corporate Activities.
(5) [§365] Court Jurisdiction.
(6) [§366] Certificate of Dissolution.
(7) [§367] Order for Dissolution.
(c) Common Provisions Relating to Dissolution.
(1) [§368] In General.
(2) [§369] Providing for Debts and Liabilities.
(3) [§370] Distribution of Assets.
(4) [§371] Effect of Dissolution.
C. Mutual Benefit Corporations.
1. [§372] Statutory Citation and Scope.
2. [§373] Authorized Purposes.
3. [§374] Organization and Powers.
4. Articles and Bylaws.
(a) [§375] Contents and Construction of Articles.
(b) [§376] Amendment of Articles.
(c) [§377] Bylaws.
5. [§378] Selection of Directors.
6. [§379] Resignation and Removal of Directors.
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7. [§380] Management of Corporate Affairs.
8. [§381] Restrictions on Corporate Distributions.
9. Standards for Conducting Corporate Affairs.
(a) [§382] In General.
(b) [§383] Self-Dealing by Interested Directors.
(c) [§384] Loans or Guaranties to Directors or Officers.
10. Members.
(a) [§385] Issuance of Memberships.
(b) [§386] Transfer and Termination of Memberships.
(c) [§387] Liability.
(d) [§388] Meetings and Voting.
(e) [§389] Derivative Actions.
11. [§390] Mergers.
12. [§391] Records and Reporting Requirements.
13. [§392] Inspection Rights.
14. Dissolutions.
(a) [§393] In General.
(b) [§394] Involuntary Dissolution.
(c) [§395] Voluntary Dissolution.
D. Religious Benefit Corporations.
1. [§396] Statutory Citation and Scope.
2. [§397] Organization and Purposes.
3. [§398] Corporate Powers.
4. [§399] Articles.
5. [§400] Bylaws.
6. [§401] Selection of Directors.
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7. [§402] Resignation and Removal of Directors.
8. [§403] Management of Corporate Affairs.
9. [§404] Examination by Attorney General.
10. Standards for Conducting Corporate Affairs.
(a) [§405] In General.
(b) [§406] Self-Dealing by Interested Directors.
11. Members.
(a) [§407] Membership Rights and Liabilities.
(b) [§408] Meetings and Voting.
12. [§409] Records and Reporting Requirements.
13. [§410] Mergers.
14. [§411] Dissolution.
15. [§412] Crimes and Penalties.
E. Corporations for Special Purposes.
1. [§413] Corporations Sole.
2. [§414] Other Special Corporations.
XI. HYBRID CORPORATIONS
A. Social Purpose Corporations.
1. [§415] In General.
2. [§416] Statutory Framework.
3. [§417] Formation and Qualifying Purpose.
4. [§418] Director Liability.
5. [§419] Shares and Shareholders.
6. [§420] Reorganization.
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7. [§421] Conversion.
8. [§422] Reports and Analysis.
B. Benefit Corporations.
1. [§423] In General.
2. [§424] Purpose.
3. [§425] Formation.
4. [§426] Directors.
5. [§427] Officers.
6. [§428] Benefit Enforcement Proceeding.
7. [§429] Annual Benefit Report.
8. [§430] Termination.
XII. CORPORATE SECURITIES LAW OF 1968
A. In General.
1. [§431] Former Law and Revision.
2. [§432] Major Components.
3. [§433] Commissioner, Rules, and Forms.
4. [§434] Definitions and General Provisions.
B. Qualification of Sale or Offer of Securities.
1. In General.
(a) [§435] Theories and Classifications.
(b) Securities.
(1) [§436] Application of Former Law.
(2) [§437] Interests Included.
(3) [§438] Interests Excluded.
(4) [§439] Valid Business Ventures.
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(c) [§440] Sale or Offer To Sell.
(d) [§441] Sale or Offer in California.
(e) Standards for Qualification.
(1) [§442] Issuer Transactions.
(2) [§443] Nonissuer Transactions.
(3) [§444] Recapitalizations and Reorganizations.
2. Transactions Covered.
(a) [§445] Issuer and Nonissuer Transactions.
(b) [§446] Recapitalizations and Reorganizations.
3. Exemption of Securities.
(a) [§447] Securities Entirely Exempt.
(b) [§448] Securities Exempt From NonissuerRequirements.
4. Exemption of Transactions.
(a) Transactions Exempt From Issuer Requirements.
(1) [§449] Offers and Sales by Small Corporations.
(2) [§450] Offers and Sales to Institutional Investors.
(3) [§451] Miscellaneous Specific Exemptions.
(b) [§452] Transactions Exempt From Issuer,Recapitalization, and ReorganizationRequirements.
(c) [§453] Transactions Exempt From NonissuerRequirements.
(d) [§454] Transactions Exempt by Commissioner’s Rule.
5. Procedure for Qualification.
(a) [§455] In General.
(b) Particular Transactions.
(1) [§456] Issuer Transactions.
(2) [§457] Nonissuer Transactions.
(3) [§458] Recapitalizations and Reorganizations.
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(c) Authority of Commissioner.
(1) [§459] Denial of Permit.
(2) [§460] Stop Order.
(3) [§461] Conditions for Qualification.
(4) [§462] Reports and Records.
(5) [§463] Miscellaneous Powers.
C. Regulation of Agents, Broker-Dealers, and InvestmentAdvisers.
1. Licensing of Broker-Dealers.
(a) [§464] In General.
(b) [§465] Certificate.
(c) [§466] Particular Transactions.
2. Licensing of Investment Advisers.
(a) [§467] In General.
(b) [§468] Certificate.
(c) [§469] Investment Advisory Contract.
3. [§470] Discontinuance of Activities and AdministrativePenalties.
D. Advertising Securities.
1. [§471] Filing Copy Before Publication.
2. [§472] Notice Not To Publish.
E. Fraudulent and Prohibited Practices.
1. [§473] Creating False Market.
2. Fraud or Misrepresentation in Purchase or Sale.
(a) [§474] In General.
(b) [§475] Privity Requirement.
(c) [§476] Illustrations.
3. [§477] Purchase or Sale by Insider.
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4. [§478] Sale of Unqualified Securities.
5. [§479] Assisting in Violation or Obstruction of Enforcement.
6. [§480] Offer or Sale of Fractional Interest of Local AgencyObligation.
F. Enforcement.
1. Civil Liability.
(a) [§481] In General.
(b) [§482] Statute of Limitations.
2. Powers of Commissioner.
(a) [§483] Actions.
(b) [§484] Investigations.
(c) [§485] Order To Desist and Restrictions on Sale.
3. Criminal Prosecution.
(a) [§486] In General.
(b) [§487] Scienter Requirement.
(c) [§488] Burden of Proof on Exemption.
XIII. RELATED INVESTMENT LAWS
A. Franchise Investment Law.
1. [§489] In General.
2. [§490] Franchises Regulated.
3. [§491] Exemptions.
4. [§492] Regulatory Provisions.
B. Capital Access Company Law.
1. [§493] In General.
2. [§494] Licensing.
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3. [§495] Organization.
4. [§496] Nature and Scope of Business.
5. [§497] Ownership.
C. [§498] California Commodity Law of 1990.
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