When I joined the Department of Corporations, it had no website. I remember reviewing possible designs for a site. Now, it seems hard to imagine that there was a time when state agencies didn’t have websites. Today, the...more
5/23/2013
- Escrow Accounts Websites
The California Corporations Code endows corporations with certain rights, including the right to “adopt, use and alter” a seal. Cal. Corp. Code § 207(a). The Corporations Code does not define a “seal” but the Code of Civil...more
5/22/2013
- Corporate Seals
Yesterday’s post discussed virtual currencies (e.g., Bitcoin) and the General Corporation’s law prohibition on issuing or putting into circulation money. But what exactly is money? The General Corporation Law has no answer....more
5/21/2013
- Money Transmission Act UCC
I’ve been seeing an increasing number of references to Bitcoin and other forms of virtual or crypto currencies in the news. For example, Jeffrey Sparshott and Robin Sidel of the Wall Street Journal reported last week that...more
5/20/2013
- Bitcoins DHS FinCEN
It is widely assumed that if a contract, note or other instrument is signed by a corporation’s president and its secretary, it will not be invalidated as to the corporation by any lack of authority of the signing officers. ...more
5/17/2013
- Officers Signatures
Artistotle didn’t think much of the idea of paying interest:
(“As this is so, usury is most reasonably hated, because its gain comes from money itself and not from that for the sake of which money was invented. For...more
5/16/2013
- Exemptions Real Estate Brokers Usury
No Harm, No Foul -
The late Lakers broadcaster Chick Hearn was known for coining or popularizing numerous basketball expressions, including “air ball” and ”no harm, no foul”. Now, the U.S. Supreme Court may soon...more
5/15/2013
- Injury-in-Fact Investment Funds SCOTUS Standing
Rachel Anderson is a law professor at the University of Nevada, Las Vegas Boyd School of Law. She has a website, Salon Sub Rosa, which carries the subtitle of “Musings in the Harlem Renaissance”. Her site provides a wealth of...more
5/10/2013
- Websites
Anyone who has submitted a business filing to the California Secretary of State’s office know that a serious problem exists. At present, the Secretary of State has 122,000 documents waiting to be filed. The delays are simply...more
5/9/2013
- Delays New Legislation Secretary of State
The formation of a subsidiary under the laws of a foreign country may not seem to implicate the California Corporate Securities Law. Yet, an offer and sale may occur “in this state” within the meaning of Corporations Code...more
5/8/2013
- Exemptions Foreign Subsidiaries
Jacob was in love with Rachel, but he had a problem. What could he offer Rachel’s father Laban for her hand? Not having much, he offered to work for seven years. Laban seemed to find this acceptable, but when the seven years...more
5/7/2013
- Personal Services Privity of Contract
As discussed in prior posts, “transacting intrastate business” is not the same as “doing business”. See You may Be Doing Business in California Even When Not Transacting Intrastate Business. The former is what determines...more
5/6/2013
- Franchise Tax Board LLC Voidable
Earlier this week, I mentioned the former Public Utility Holding Company Act (aka PUHCA). Although it was repealed several years ago, the PUHCA remains important as the legal substrate upon which the famous, and still...more
5/2/2013
- PHUCA SEC SEC v Chenery
In Section 4.13 of Bishop & Zucker on Nevada Corporations and Limited Liability Companies, we discuss who may be liable on pre-incorporation contracts. In Hotel Last Frontier Corp., v. Universal Match Co., 358 P.2d 896 (Nev....more
5/1/2013
- Contract Formation Enforcement Hotels Incorporation
For more than thirty years, I’ve driven by, but never stopped at, the Roy Rogers and Dale Evans Museum in Victorville, California. The museum eventually relocated to Missouri but reportedly did not survive for long. Despite...more
4/30/2013
- Bond Financing SEC Tax Increment Financing
Lately, I’ve been reading Theodore C. Bestor’s, Tsukiji: The Fish Market at the Center of the World. Thus, it is no surprise that my thoughts of late have been on piscatorial matters....more
4/25/2013
- Department of Fish & Game Fishing Industry
If you are in the business of making loans in California, there’s a good chance that you need a license. Some lenders are licensed under the Real Estate Law while others are licensed under laws governing banks, credit unions...more
4/24/2013
- Finance Lenders Lenders Licenses Proposed Legislation
All fees, reimbursements, assessments, and other money or amounts charged and collected by the Department are required to be deposited into the the State Corporations Fund. Cal. Gov’t Code § 13978.6(b). The legislature...more
4/19/2013
- Broker-Dealer Department of Corporations Fees Fraud
