Last week, I wrote about legislation, 2022 Cal. Stats. ch. 617, that among other things eliminated the word "executive" from the numerous sections of the California Corporations Code containing the phrase "principal executive office". See Do These 2022 Legislative Changes Require A Bylaw Refresh? Because the Corporations Code defines neither "principal executive office" nor "principal office", the question arises whether the excission of "executive" was a substantive change or simply the elimination of a redundancy.
The adjective "principal" generally denotes something that is the "most important, consequential, or influential". Barbato v. Greystone Alliance Principal, LLC, 916 F.3d 260 (2019) (quoting Webster's Third New International Dictionary 1802 (1976)). It is derived from the Latin word for "prince", princeps, and ultimately the Latin words primus (first) and capere (to take). In other words, a prince is someone who has first choice or takes before everyone else. "Executive", on the other hand, is derived from the deponent Latin verb, exsequor, which means to follow (even to the grave) or to accomplish. In other words, an "executive" is someone who follows through on things or gets things done.
I would expect that in most cases, the office where the corporation's executive work will be considered the corporation's most important, consequential, or influential office. In those cases, the principal and principal executive offices will be one in the same. However, there may be cases in which a corporation's most important, consequential, or influential office is not the office in which its executives work. If that is the case, then "principal executive office" was no tautology.
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