Last week, I wrote about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations. Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). I...more
When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California...more
My email inbox has been flooded with questions about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations. Texas Top Cop Shop, Inc. v. Garland, 2024 WL...more
Professor Stephen Bainbridge has offered a rebuttal to my observation that Delaware's corporate law is inaccessible to everyday observers. He posits that inaccessibility is a "feature not a bug". As an example, he describes...more
Under California Penal Code Section 496(a) a person who buys or receives any property that has been stolen or that has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or...more
Professor Stephen Bainbridge recently took note of a draft essay by Yale Law School Professor Jonathan R. Macey, Delaware Law Mid-Century: Far From Perfect but Probably Not Leaving for Las Vegas. Professor Macey posits that...more
Under the Corporate Transparency Act, reporting entities formed before January 1 of this year must file their beneficial ownership information reports with the Financial Crimes Enforcement Network (aka the FinCEN). As this...more
On May 29, 1453 the walls of Constantinople had stood unbreached for more than a thousand years. Yet on that day, the army of Sultan Mehmed II was able to force entry into the city through the Gate of St. Romanus. The...more
It cannot be gainsaid that the Corporate Transparency Act has been a major headache for millions of business entities. The CTA is part of the William M. (Mac) Thornberry National Defense Authorization Act (NDAA) for Fiscal...more
Yesterday's edition of the Los Angeles Daily Journal included an above the fold headline proclaiming "growing chorus for state constitutions should be taught in law schools". I don't recall such a course being offered when...more
The January 1, 2025 filing deadline under the CTA for filing beneficial ownership information reports (BOI reports) for reporting companies formed prior to January 1, 2024 is rapidly approaching....more
The California Department of Financial Protection & Innovation has created an online "Crypto Scam Tracker" that allows the public to by search company name, scam type, or keywords. Scams reported on the Tracker are based...more
11/20/2024
/ Banking Sector ,
California ,
Consumer Financial Products ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Department of Financial Protection and Innovation (DFPI) ,
Digital Assets ,
Digital Currency ,
Financial Institutions ,
Financial Services Industry
Professor Eugene Volokh recently highlighted a decision by U.S. District Judge Brian Cogan taking a plaintiff to task for inadequately pleading diversity jurisdiction when the defendant is a limited liability company. ...more
In Grafton Partners L.P. v. Superior Court, 36 Cal.4th 944 (2005), the California Supreme Court found that pre-dispute contractual jury trial waivers were unconstitutional under Article 1, Section 16 of the California...more
The Commissioner of Financial Protection & Innovation is appointed by the Governor and is subject to confirmation by the Senate. Cal. Fin. Code § 322. The Governor, however, is not free to appoint just anyone. To be...more
When an erstwhile shareholder of First Republic Bank sued the California Department of Financial Protection & Innovation for failing to safeguard the "financial soundness and structural integrity" of the bank, the DFPI "took...more
In a lengthy post yesterday, Professor Stephen Bainbridge advanced the following argument...more
California's securities qualification requirements and exemptions depend upon whether the offer and sale of securities is an issuer transaction, a change in rights, exchange, merger, or conversion transaction, or a nonissuer...more
Recently, I wrote about a proposal by The Trade Desk, Inc. to convert from a Delaware to a Nevada corporation. Predictably, a stockholder challenged the proposed reincorporation. Gunderson v. The Trade Desk, Inc., 2024 WL...more
Following this past Tuesday's presidential election, California Governor Gavin Newsom proclaimed an special session of the California legislature. The Governor's proclamation specified two reasons for the special session...more
Yesterday, the United States Supreme Court heard oral argument in Facebook, Inc. v. Amalgamated Bank (S. Ct. Case No. 22-15077). As presented by Facebook (now known as Meta Platforms, Inc.), the question for the court is as...more
California's version of the Revised Uniform Limited Liability Company Act provides that in the case of a member managed limited liability company provides...more
Gaxos.ai Inc. lists its corporate headquarters as Roseland, New Jersey, but like many companies it is incorporated in Delaware. Last week, it joined several other companies that are proposing to reincorporate in Nevada. In...more
When a shareholder sues derivatively, the shareholder is seeking relief not for itself, but for the corporation. Therefore, it should be expected that the shareholder is not free to compromise or dismiss the suit absent...more
11/4/2024
/ Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Derivative Suit ,
Fiduciary Duty ,
General Corporation Law ,
Nevada ,
Shareholder Litigation ,
Shareholders
Seven years ago, the California Secretary of State announced the debut of "Cannabizfile", a portal "for all information relevant to cannabis-related business and trademark filings with the Secretary of State". According to...more