The typical private fund is organized as a limited partnership or limited liability company that is managed by a general partner or manager. The fund manager is usually compensated in three ways – an annual management fee...more
6/14/2013
- Fees Fund Managers Limited Partnerships LLC Private Funds
In 2007, the Department of Corporations issued this Desist & Refrain Order against Mahmoud Karkehabadi and others for violations of the Corporate Securities Law of 1968. The Department also made a criminal referall to the...more
6/13/2013
- Loans Securities Fraud White Collar Crimes
Entity conversions are a relatively new phenomena. The legislature first provided for conversion in 1999 when it enacted AB 197 (Ackerman). The conversion of partnerships and limited liability companies to other types of...more
6/12/2013
- Corporate Conversions LLC Partnerships
As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement. ”Parol” is derived from the French word, “parole” meaning...more
6/11/2013
- Admissible Evidence Parol Evidence UCC
The California Corporate Securities Law of 1968 includes numerous “thou shall nots”. One might assume that a violation of any of these statutory prohibitions lead ineluctably leads to civil liability. ...more
6/10/2013
Arthur Andersen was one of the many casualties of the collapse of Enron Corporation. In 2002, a jury found the once well respected firm guilty of violating 18 U.S.C. §§ 1512(b)(2)(A) and (B). ...more
6/6/2013
California Insurance Code Section 553.5(b) prohibits insurers from providing a defense for certain types of claims, including criminal claims. Does statute preclude a defense for all criminal claims or just some? In Mt....more
6/4/2013
In a 108-page post-trial order issued a few weeks ago, Vice Chancellor Leo E. Strine, Jr. dealt a major blow to the California Public Employees Retirement System (CalPERS), Senior Housing Capital, LLC v. SHP Senior Housing...more
6/3/2013
- CalPERS Covenant of Good Faith and Fair Dealing
Corporations Code Section 313 generally provides that in the absence of actual knowledge of lack of authority, a contract executed by a corporation is not invalidated by any lack of authority of the signing officers provided...more
5/29/2013
- Applications Board of Directors Foreign Corporations
The California General Corporation Law has imposes a single qualification to serve as a director – the person must be a “natural person”. Cal. Corp. Code § 164. Nevada’s for-profit corporation law adds the additional...more
5/28/2013
- CalPERS Directors
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
