California 2011-2012 Regular Session Status: Passed Assembly

AB 2260 — Foreign corporations.

Last action — In committee: Set, first hearing. Failed passage.

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  1. ✓
    Introduced
  2. ✓
    In Committee
  3. 3
    Passed Assembly
  4. 4
    Passed Senate
  5. 5
    To Executive
  6. 6
    Enacted

This bill died with 2011-2012 Regular Session. It reached “Passed Assembly” and never advanced before the session ended, so it can no longer move — a new version would have to be reintroduced in the current session.

This bill is no longer active — its legislative session has ended, so there is no live prognosis. It would have to be reintroduced in the current session to move again.

Summary

Existing law requires foreign corporations, qualified to conduct business in the state, meeting certain tests, and excluding a wholly-owned or publicly traded foreign corporation, to abide by specified provisions of the Corporations Code, to the exclusion of comparable provisions of the state corporate law under which the foreign corporation is incorporated, including provisions relating to the election and removal of directors, shareholders' rights, vote requirements, and mergers. This bill would repeal these provisions. Existing law imposes on directors of a foreign corporation transacting intrastate business liability to the corporation, its shareholders, creditors, receiver, liquidator, or trustee in bankruptcy for making an unauthorized dividend or other specified actions constituting a violation of official duty under the domestic laws under which the corporation is incorporated or organized. Existing law also authorizes courts of this state to enforce that liability. This bill would specify that these provisions pertaining to foreign corporations qualified to do business in the state shall not be construed to authorize the state to regulate the organization or internal affairs of those foreign corporations, except to the extent of the existing law provisions imposing liability on directors of a foreign corporation, and authorizing courts of this state to enforce that liability. The bill would make conforming changes.

Bill Text

Action History

  1. In committee: Set, first hearing. Failed passage.

  2. Referred to Com. on JUD.

  3. In Senate. Read first time. To Com. on RLS. for assignment.

  4. Read third time. Passed. Ordered to the Senate. (Ayes 75. Noes 0. Page 4707.)

  5. Read second time. Ordered to third reading.

  6. From committee: Do pass. (Ayes 11. Noes 0.) (April 30).

  7. Re-referred to Com. on B. & F.

  8. From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.

  9. Referred to Com. on B. & F.

  10. Read first time.

  11. From printer. May be heard in committee March 27.

  12. Introduced. To print.

Sponsors

  • Hagman · Primary

Sponsorship breakdown

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1 sponsors · 0 co-sponsors · 121 not signed on

Sponsors (1)

  • Hagman

Co-sponsors (0)

None.

Not signed on (121)

121 members have not signed on to this bill.

Show all 121 →

"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Votes

Do pass.

Failed 1 Yea · 3 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 1301
Total 1301
% of votes cast 20%60%0%20%
How each member voted (5)
Member Party Vote
Evans — Nay
Harman — Not Voting
Blakeslee — Yea
Corbett — Nay
Leno — Nay

Official roll call →

AB 2260 HAGMAN Assembly Third Reading

Passed 75 Yea · 0 Nay · 5 Other
Party YeaNayPresentNot Voting
Unaffiliated 72005
Republican 2000
Democratic 1000
Total 75005
% of votes cast 94%0%0%6%
How each member voted (80)
Member Party Vote
Gordon — Yea
Halderman — Yea
Butler — Yea
Eng — Yea
Feuer — Yea
Gorell — Yea
Carter — Yea
Cedillo — Yea
Huber — Yea
Fong — Yea
Cook — Yea
Allen — Yea
Alejo — Yea
Olsen — Yea
Wagner — Yea
Furutani — Not Voting
Garrick — Yea
Campos — Yea
John A. Pérez — Yea
Mitchell — Yea
Gatto — Yea
Hagman — Yea
Chesbro — Yea
Hall — Not Voting
Bonilla — Yea
Atkins — Yea
Hayashi — Yea
Fletcher — Not Voting
Portantino — Not Voting
Conway — Yea
Davis — Yea
Dickinson — Yea
Donnelly — Yea
Huffman — Yea
Knight — Yea
Lara — Yea
Mendoza — Yea
Miller — Yea
Morrell — Yea
Nestande — Yea
Norby — Yea
Pan — Yea
Silva — Yea
Skinner — Yea
Solorio — Yea
Torres — Yea
Valadao — Yea
Wieckowski — Yea
Achadjian — Yea
Ammiano — Yea
Beall — Yea
Block — Yea
Blumenfield — Yea
Bradford — Yea
Brownley — Not Voting
Buchanan — Yea
Harkey — Yea
Hill — Yea
Hueso — Yea
Jeffries — Yea
Logue — Yea
Ma — Yea
Mansoor — Yea
Monning — Yea
Nielsen — Yea
Perea — Yea
Smyth — Yea
Swanson — Yea
Williams — Yea
Yamada — Yea
Fuentes — Yea
Galgiani — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
Bonnie Lowenthal — Yea
Roger Hernández — Yea
V. Manuel Pérez — Yea
Calderon, Lisa Democratic Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea

Official roll call →

Do pass.

Passed 11 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 10001
Democratic 1000
Total 11001
% of votes cast 92%0%0%8%
How each member voted (12)
Member Party Vote
Gatto — Yea
Fletcher — Not Voting
Harkey — Yea
Lara — Yea
Morrell — Yea
Perea — Yea
Torres — Yea
Achadjian — Yea
Eng — Yea
Fuentes — Yea
Roger Hernández — Yea
Calderon, Lisa Democratic Yea

Official roll call →

Subjects

finance
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Frequently asked questions

What does AB 2260 do?
Existing law requires foreign corporations, qualified to conduct business in the state, meeting certain tests, and excluding a wholly-owned or publicly traded foreign corporation, to abide by specified provisions of the Corporations Code, to the exclusion of comparable provisions of the state corporate law under which the foreign corporation is incorporated, including provisions relating to the election and removal of directors, shareholders' rights, vote requirements, and mergers. This bill would repeal these provisions. Existing law imposes on directors of a foreign corporation transacting intrastate business liability to the corporation, its shareholders, creditors, receiver, liquidator, or trustee in bankruptcy for making an unauthorized dividend or other specified actions constituting a violation of official duty under the domestic laws under which the corporation is incorporated or organized. Existing law also authorizes courts of this state to enforce that liability. This bill would specify that these provisions pertaining to foreign corporations qualified to do business in the state shall not be construed to authorize the state to regulate the organization or internal affairs of those foreign corporations, except to the extent of the existing law provisions imposing liability on directors of a foreign corporation, and authorizing courts of this state to enforce that liability. The bill would make conforming changes.
Who sponsors AB 2260?
AB 2260 is sponsored by Hagman.
What is the current status of AB 2260?
This bill died with 2011-2012 Regular Session. It reached “Passed Assembly” and never advanced before the session ended, so it can no longer move — a new version would have to be reintroduced in the current session.
Where can I track AB 2260?
Track AB 2260 free on One Click Politics — get push/email alerts when it moves.

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Last checked for changes 3 months ago · updated continuously

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