Scaling Success: Hanley Energy’s Journey From Ireland to the U.S.
Wiley's 10 Key Trade Developments: Outbound Investments and CFIUS Review
AGG Talks: Cross-Border Business - How Foreign Companies Can Protect Their IP and Brand in the U.S.
AGG Talks: Cross-Border Business - Navigating Business Etiquette and Intercultural Communications Around the Globe
AGG Talks: Cross-Border Business - Privacy & Cybersecurity Considerations for Non-U.S. Companies
AGG Talks: Cross-Border Business — Episode 6: Immigration Insights for Companies Expanding Into the U.S. - Part 2
AGG Talks: Cross-Border Business — Episode 6: Immigration Insights for Companies Expanding Into the U.S. - Part 1
GILTI Conscience Podcast | Pillar Two Analysis: An Asia Pacific Viewpoint
GILTI Conscience Podcast | Gearing Up for Pillar Two
AGG Talks: Cross-Border Business - Economic Incentives for Foreign Companies Entering the U.S.
AGG Talks: Cross-Border Business - Corporate Considerations for Scaling Across Borders
AGG Talks: Cross-Border Business - U.S. Tax Considerations for Scaling Across Borders
AGG Talks: U.S. Bankruptcy Basics for Foreign Investors
10 Things Lawyers Should Know About BVI Transactions
Nota Bene Episode 109: Asia Q1 Check In: China’s Emergence as the Number One World Economy and New Hegemonic Role in Asia with Paul Kim
The Evolution of Cross-Border Restructuring Processes
Nota Bene Episode 93: Navigating the New Global Cybersecurity Compliance Landscape with Scott Giordano
National Security Podcast: US Government Zeros in on China
Nota Bene Episode 85: Trade Wars - The Rise of Export Controls and the Impact on the Growth of Technology with Reid Whitten
Nota Bene Episode 80: South Korea’s Bellwether on the Pandemic Market Recovery with Paul Kim
I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following...more
Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State. A foreign...more
After contracting colon cancer, Robert Mallory sued Norfolk Southern in the Pennsylvania Court of Common Pleas under the Federal Employers’ Liability Act, alleging workplace exposure to carcinogens. Even though Mr. Mallory...more
Conversions will soon be less cumbrous for California corporations. Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of...more
I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish. It there fore may be no surprise that in California a business trust may be a foreign corporation. Corporations...more
Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met. One of these tests, the so-called "business...more
California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met...more
As has been discussed many times in this space, the California General Corporation law purports to govern foreign corporations in a number of respects. One such provision is Section 208 of the Corporations Code which apples...more
California famously purports to impose numerous provisions of its General Corporation Law on corporations formed in other states when two tests are met. Cal. Corp. Code § 2115. The first of these tests is determined by...more
The California General Corporation Law defines "foreign association" as a business organization organized as a trust under the laws of a foreign jurisdiction. Cal. Corp. Code § 170. For purposes of Chapter 21 of the GCL, a...more
In a ruling handed down this week, U.S. District Judge Lawrence J. O'Neill addressed whether California law applied to derivative claims apparently brought on behalf of an Oregon entity. I found Judge O'Neill's ruling...more
Corporations Code Section 301.3(a) provides: "No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K...more
Yesterday's post discussed how to effect service on a foreign corporation. Two of three statutory options relate to service on an agent of the corporation. What if an agent cannot be found? Mirabile dictu! The GCL provides...more
Due process requires proper notice. Without notice, all may be for naught. James Joyce's alter ego, Leopold Bloom, took note of this fact in the Cyclops chapter of Ulysses...more
I wrote that the California General Corporation Law defines "foreign corporation" to include, for some but not all purposes, business associations organized as trusts under the laws of a foreign jurisdiction. Cal. Corp. Code...more
Delaware has enacted a business trust law that governs both domestic and foreign trusts. 12 Del. Code § 3801 et seq. California has no similar law but it does purport to impose certain provisions of its General Corporation...more
Yesterday's post parsed the definition of "subsidiary" in Corporations Code Section 189. Because a subsidiary must be a corporation as defined in Section 162, a subsidiary cannot be a foreign corporation, as defined in...more
The California General Corporation Law defines a "subsidiary" of a specified corporation to be a "corporation shares of which possessing more than 50% of the voting power are owned directly or indirectly through one or more...more
Section 2115 is California's (in)famous pseudo-foreign corporation statute. In general, the statute subjects a corporation that is not incorporated in California to numerous provisions of the California General Corporation...more
Yesterday's post concerned the application Section 2115 of the California Corporations Code to parent and subsidiary corporations. A foreign corporation that satisfies the business and shareholder tests of the statute will be...more
California famously applies many of the provisions of its General Corporation Law to foreign corporations that meet the specific tests set forth in Corporations Code Section 2115. The first of these tests is a business test -...more
Chapter 1 of the General Corporation Law includes numerous defined terms, including "corporation", "domestic corporation", and "foreign corporation". Having taken care to define these terms, however, the legislature...more
Earlier this week, I wrote about Wellisch v. Pa. Higher Educ. Assistance Agency, 2017 U.S. Dist. LEXIS 40831 (N.D. Cal. Mar. 21, 2017). The issue was whether the defendant, Pennsylvania Higher Education Assistance Agency,...more
The Ninth Circuit Court of Appeals’ recent holding in Sender v. Franklin Res., Inc., 2015 U.S. App. LEXIS 10113 (9th Cir. Cal. June 16, 2015) is reasonably clear and yet there is much about the case that puzzles me. ...more