Recently, I came across a prospectus that included a description of California Corporations Code Section 2115 under the caption “Description of Capital Stock”. The description began...more
The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries. Why, for example, did the legislature deem it necessary to change the...more
When a corporation sends an officer to a conference in California, is the corporation present in California? A corporation can only act through its officers. Thus, it might be said that the corporation is present wherever...more
Yesterday, The Guardian reported that Facebook had acquired Oculus VR using a combination of cash and stock. Facebook avoided SEC registration by availing itself of a fairness hearing before the Department of Business...more
The California Revised Uniform Limited Liability Company Act. which took effect on January 1 of this year, provides the statutory framework for the formation and operation of limited liability companies. The law appears to...more
Is a wholly-owned subsidiary per se an agent of the parent? In an opinion issued yesterday, the Nevada Supreme Court answered “not necessarily”. The legal issue was whether the German parent of a Delaware corporation doing...more
Public companies like to have have their homes in California, the just don’t like to incorporate here. It seems that there is nothing new this situation.
In 1913, the great migration of corporations from New Jersey to...more
Yesterday, I discussed several vulnerabilities of exclusive forum bylaws should they be challenged in California. The California General Corporation Law includes many provisions that expressly subject foreign corporations to...more
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
Yesterday’s blog discussed California’s requirement that many domestic and foreign corporations send financial statements to their shareholders. If a corporation has 100 or more holders of record (determined in accordance...more
California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations.
Ten years ago, there was concern about so-called “expatriate corporations”. These were corporations that incorporated in foreign jurisdictions to minimize their tax liability. In reaction to this phenomenon, the legislature...more
Section 278 of the Delaware General Corporation in effect limits suits against dissolved corporations to a period of three years from dissolution. In contrast, Section 2010 of the California Corporations Code sets no time...more
As I discussed in this earlier post, “transacting intrastate business” is not the same as “doing business” in this state. Foreign corporations and limited liability companies must register with the Secretary of State if they...more
The California Secretary of State has given notice of the following changes to business entity filings...more