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Can It Be That California, “The Biggest Loser” Is Also Number One?

In February, I published a post entitled Is California “The Biggest Loser”. My reference was to Professor Lynn LoPucki’s finding that “California, home to 1,210 [public] companies but state of incorporation for only 112, is...more

One More Thing That A Limited Liability Company May Not Be Able To Do

California law does not permit limited liability companies to render a variety of professional services. See, Contractors Do It, PIs Do It; Why Not Real Estate Brokers? To add insult to injury, the California General...more

Why A Form LLC-1 May Be Only Half Right

Under California’s new Revised Uniform Limited Liability Act, an LLC is formed when the California Secretary of State’s Office files the articles of organization. Cal. Corp. Code § 17702.01(d). Only five items of...more

Can The DBO Incorporate By Reference A Federal Form?

Almost a year ago, the Commissioner of Corporations (now the Commissioner of Business Oversight) proposed to amend the custody rule, 10 CCR Section 260.237, for investment advisers under the Corporate Securities Law of 1968. ...more

When Incorporating, Stay Off The “Highway of Sorrow” For There May Be No Turning Back

As an erstwhile player of the five-string banjo, I’m a big fan of Bluegrass music. One of my favorite songs is the rueful “Highway of Sorrow” as performed by the great flat pick guitar player Doc Watson. The song includes...more

Don’t Bank On Being Able To Use “Bank” In Your Corporate Name

“Bank” is a good example of a homonym (same spelling and pronunciation but different meaning), a homograph (same spelling but different meaning) and a homophone (same pronunciation). I can think of at least three different...more

8/6/2013  /  Banks , Incorporation , Trade Names

Kalisman v. Friedman – A California Analysis

A few months ago, Vice Chancellor J. Travis Laster issued an interesting decision involving director inspection rights and the attorney-client privilege. Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). ...more

The General Corporation Law Is “English Only”

In China’s Hunan province, a written syllabic script was created, used and understood only by women. This script is called NüShu (??), meaning women’s book. As far as I know, NüShu is the only exclusively gender based...more

Before This Corporation Was Formed, This Contract Knew It

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

Why Incorporation May Be Unconstitutional

Section 25018 of the California Corporations Code provides a definition of several of the better known federal securities laws...more

Nevada Legislature May Prohibit The Establishment of Corporations For “Illicit Purposes”

Nevada’s legislature meets in regular session every other year for 12o consecutive calendar days. Nev. Const. Art. II, § 4 and NRS 218A.078. Although the 77th session does not start until February 4, legislators are already...more

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