Central District Consumer Bankruptcy Attorney's Association

Dear Nick,Make sure you ask the client about the state of incorporation, Delaware and Nevada are popular. Professor Hayes will correct me I hope, my understanding is that Shareholder rights can be effected by the law of the state of incorporation.
Thanks,
David Jacob
ogroups.com>
To: cdcbaa@yahoogroups.com
Sent: Sunday, November 26, 2017 5:33 PM
Subject: RE: [cdcbaa] Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing?
n dont have any a priori knowledge of whether the Chapter 7 Trustee will abandon assets. Given the nature of Chapter 7 the very title of the chapter is Liquidation they must assume that the Trustee will liquidate substantially all of the corporate assets. Therefore, in the absence of supernatural prescience or a working time machine, at the time of voting they are voting to (in the language of Cal. Corp. Code 1001(a)) dispose of all or substantially all of its assets. If the Trustee ends up abandoning the assets, that doesnt change the motive behind the vote. To assume otherwise is a variant of the post hoc ergo propter hoc fallacy. to this case. The case about which I asked is a Chapter 7. Cal. Corp. Code 1200 deals with reorganizations. How is a Chapter 7 a reorganization? All the best, Nick Nicholas Gebeltialist State Bar of California Board of Legal Specializationt15150 Hornell StreetWhittier, CA 90604Phone: 562.777.9159FAX:uptcylawblog.com/ Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.Representation Note: Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you. Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matlto:cdcbaa@yahoogroups.com]
Sent: Sunday, November 26, 2017 3:40 PM
To: cdcbaa@yahoogroups.com
Subject: RE: [cdcbaa] Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing? pprove the filing of a petition. The filing of a petition is not a sale trustees dont always sell everything. Indeed, they abandon far more than they sell. Nor is filing a petition a reorganization. Even if it is, Corp Code 1001 excludes reorganizations, referring to Corp Code 1200. Corp Code 1200 says nothing more than that shareholders are a class entitled to vote on a reorganization plan. This is entirely consistent with the bankruptcy code which refers to classes of interestses of David A. Tilem206 N. Jackson St., #201Glendale, CA 91206Tel: 818-507-6000 * Fax: 818-507-6800Toll Free: 888-BK PRO 4U (888-257-7648)www.TilemLaw.com FORMATION from Law Offices of David A. Tilem. This information is intended solely for use by the individual or entity named as the recipient hereof. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this transmission is prohibited. If you have received this transmission in error, please notify us by telephone immediately so we may arrange and correct this transmission.From: cdcbaa@yahoogroups.com [mailto:cdcbaa@yahoogroups.com]
Sent: Saturday, November 25, 2017 2:58 PM
To: cdcbaa@yahoogroups.com
Subject: RE: [cdcbaa] Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing?
Importance: High Dear Jon,Thank you. Your reference to Cal. Corp. Code 1001(a) with which I was unfamiliar nt to meet with the widow to sign a retainer. As soon as that,NickNicholas GebeltNicholas Gebelt, Ph.D., J.D.Attorney at LawCertified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization hone: 562.777.9159FAX: 562.946.1365Email: ngebelt@goodbye2debt.comWeb: www.goodbye2debt.comBlog:required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.From: cdcbaa@yahoogroups.com [mailto:cdcbaa@yahoogroups.com]
Sent: Saturday, November 25, 2017 12:37 PM
To: cdcbaa@yahoogroups.com
Subject: RE: [cdcbaa] Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing?eat final exam next year for my Business Org class next year. My students can recite in their sleep, "the board of directors makes all consequential decision," and, the shareholders do little except appoint the board and vote on other "fundamental changes to the corporate structure." Liquidating all of the assets of the corp seems to me to be a "fundamental change in the corporate structure." Cal Corps Code section 1001 says:(a)A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares ( Section 152 ), either before or after approval by the board and before or after the transaction.
of the corp outside of the ordinary course of business. I would immediately file a motion to dismiss the case as it was not authorized by the shareholders. If that does not work, I will be happy to do the appeal.but that is a different problem. I posted this on my school blog - www.profhayesuwla.com #yiv1
The post was migrated from Yahoo.