California's Revised Uniform Limited Liability Company Act endows limited liability companies with a certain level immortality. Corporations Code Section 17707.06(a) provides..…
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/ Business Organizations, Conflict of Laws
Farmers in southern Tulare County will face greater scrutiny for groundwater pumping after the state placed the region on probation following a lengthy hearing in Sacramento on Tuesday…
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/ Agriculture, Environmental Law, Zoning, Planning & Land Use
A bill that would enable schools, shopping centers, and landlords of multi-unit residential buildings to use the electricity they collect with their own rooftop solar systems has passed the California Legislature…
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/ Energy & Utilities, Environmental Law, Real Estate - Residential
This fall, California voters will decide whether the state should continue prohibiting cities and counties from enacting or expanding rent control. If they vote “yes” in November, San Francisco could be ready to extend the caps…
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/ Real Estate - Commercial, Real Estate - Residential, Zoning, Planning & Land Use
Today's post is a digression into Roman history and etymology, two of my long-time interests…
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/ Business Organizations, Constitutional Law
On August 31, the California legislature adopted AB 98. Governor Newsom has until September 30, 2024, to sign or veto AB 98. If the bill becomes law, it will have impacts on all warehouse developments, regardless of whether…
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/ Real Estate - Commercial, Transportation, Zoning, Planning & Land Use
On September 19, 2024, Governor Gavin Newsom approved Assembly Bill (AB) 1893 (Wicks), which significantly modifies the “Builder’s Remedy” under the Housing Accountability Act (Government Code section 65589.5 et seq.) (HAA),…
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/ Real Estate - Residential, Zoning, Planning & Land Use
On September 19, 2024, Governor Gavin Newsom approved Assembly Bill (AB) 2243 (Wicks), which amends AB 2011 (Affordable Housing and High Road Jobs Act of 2022), effective January 1, 2025. As explained in our prior legal alert,…
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/ Real Estate - Commercial, Real Estate - Residential, Zoning, Planning & Land Use
In 2013, then Chancellor Leo Strine determined that under Section 259 of the Delaware General Corporation Law the attorney-client privilege held by the target company follows to the surviving company after a merger. Great Hill…
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/ Business Organizations, Mergers & Acquisitions
The California Corporations Code is a misnomer. While the Corporations Code does in fact govern corporations, it also governs a wide variety of unincorporated entities, including general partnerships, limited partnerships, and…
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/ Business Organizations, Business Torts, Criminal Law
Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada. Rather than convert, the company is proposing to effect the reincorporation by means of a…
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/ Business Organizations, Mergers & Acquisitions, Securities Law, Taxation
Many corporations pay significant amounts for directors and officers liability policies. Commonly referred to as D&O policies, these policies usually involve three sides. Directors and officers are likely to have the most…
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/ Business Organizations, Business Torts, Insurance
Federal officials announced on Wednesday that the U.S. Environmental Protection Agency (EPA) has approved a three-year-old rule — known as the Warehouse Indirect Source Rule (Rule) — targeting air pollution linked to Southern…
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/ Administrative Law, Energy & Utilities, Environmental Law, Zoning, Planning & Land Use
Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine. In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023). The Caremark doctrine…
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/ Business Organizations, Securities Law
Regional Boards’ enforcement of the Construction General Permit (CGP) and Industrial General Permit (IGP) continues to yield high penalty figures; transition to 2022 CGP brings new requirements; and the forthcoming Commercial,…
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/ Administrative Law, Commercial Law & Contracts, Construction Law, Environmental Law, Zoning, Planning & Land Use
