Cutting Down California's Long-Arm Statute

Law360, New York (July 11, 2012, 2:05 PM EDT) -- A fixture of California corporate law for more than a quarter century, Section 2115 of the California Corporations Code imposes various requirements of California law on foreign corporations with substantial connections to the state.

The long-arm statute applies California law with regard to, among other things, the election and removal of directors, indemnification of directors and officers, stockholder voting requirements, stockholder distributions, and the rights of stockholders in mergers, to corporations incorporated in a different state, e.g., Delaware or Nevada.

This can often lead to conflict...
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