Section 17707.08(c) of the California Corporations Code provides...more
Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave"...more
Over the years, I have been frequently called to assist in cases of wrongful termination. Rarely have I encountered the converse - the formation of an entity using a stolen identity. Fortunately, the Civil Code has created a...more
Section 25401 of the California Corporations Code declares generally declares unlawful to make false statements of a material fact or or omit material facts when buying or selling a security. It is therefore similar to Rule...more
Part 3 of Title 3 of the California Corporations Code is comprised of four statutes governing "joint stock associations". Oddly, the Corporations Code makes no attempt to define the term and it does not appear in any other...more
To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more
Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017...more
Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023). This was a case that...more
Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more
When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease. Cal. Corp. Code § 17707.08(b)(2)(C). This seemingly would preclude any further activity by the LLC,...more
The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it. Cal. Corp. Code § 2010(a). This, of...more
In 1995, Panrox International (USA), Inc. recorded a deed of trust on a home in Los Angeles to secure an indebtedness of $141,000. On January 2, 2001, the State of California suspended Panrox for failure to pay taxes. ...more
Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more
California's Uniform Partnership Act of 1994 provides that a partner has a duty to refrain from competing with the partnership in the conduct of the partnership business "before the dissolution of the partnership". Cal....more
The California Nonprofit Mutual Benefit Corporation Law contemplates three different methods for members to take action: at a meeting, by ballot, and by unanimous written consent. Cal. Corp. Code §§ 7512(a), 7513 & 7516. ...more
Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...more
Anyone planning to buy a loaf of bread or head of lettuce next year will need to plan ahead. Last weekend, Governor Newsom signed AB 853 into law. This bill provides that "no person shall acquire, directly or indirectly,...more
Professor Stephen Bainbridge recently tackled the question of whether the business judgment rule applies to a corporate board's selection of an expert. Section 141(e) of the Delaware General Corporation Law fully protects a...more
Section 17701.7 of the California Corporations Code sets up two arguably contradictory rules. Subdivision (b) provides that unless displaced by "particular provisions" of the California Revised Uniform Limited Liability...more
In California practice, a merger reorganization will typically involve two agreements - one short, the other not. The Corporations Code refers to the shorter agreement as the "agreement of merger". At a minimum it must...more
Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. ...more
The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations Code makes it...more
Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations. In An LLC By Any Other Name Is Still Not A...more
Historically, a meeting necessarily meant a physical encounter. Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence...more
The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp....more