The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
The Labor Law Insider - Collective Bargaining: Ins and Outs, Nuts and Bolts, Part I
Consumer Finance Monitor Podcast Episode: Universal Injunctions, Associational Standing, and Forum Shopping - Their Effects on Legal Challenges to Regulations
The Presumption of Innocence Podcast: Episode 41 - The Dynamics of Decision-Making: Psychology and the Criminal Justice System
The Evolving Relationships of In-House Counsel and Law Firms: On Record PR
Managing Social Media Risk
3 Key Takeaways | Corporate Perspectives on Intellectual Property
Episode 322 -- Checking in on Caremark Cases
Marketing Minute Video with NP Strategy: Incorporating Political Intelligence into Your PR Strategy
DE Talk | Diversity, Equity & Inclusion: Progress Amidst Opposition within Corporate, Political, & Social Spheres
Studying the Global Legal Market to Keep Businesses Ahead of the Curve: On Record PR
Ad Law Tool Kit Show – Episode 11 – State Attorney General Investigations
Compliance, Project Management, and Process Improvement
Hospital M&A Trends & Strategic Considerations for 2024
Law Firm ILN-telligence Podcast | Episode 82: Tamsin Kaplan | Davis Malm, United States
Inside the NBA with Suzanne Spellacy, General Counsel of the Minnesota Timberwolves, Minnesota Lynx and T-Wolves Gaming
The Power of Three: Maximizing Success with Law Firms, Corporate Counsel, and Legal Technology
Podcast - Deberes fiduciarios de los administradores
Podcast: California Employment News - Cases to Watch in Employment Law for 2023
DE Talk | Fostering Intentional Workplace Inclusion through Vocational Rehabilitation
The federal Corporate Transparency Act (the “CTA”) has prompted certain states to consider their own laws aimed at increasing the transparency of beneficial ownership. This article delves into the recently enacted New York...more
Yesterday's post discussed a recently introduced bill that would amend California's Political Reform Act of 1974, among other things, to prohibit contributions by a "foreign-influenced business entity", as defined, in...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
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
The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father). About 200 years later at the Third Council of Toledo, the...more
Earlier this week, I wrote about a recent article by Professor Douglas K. Moll that argues that treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes, including the Revised...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
Throughout the life cycle of a company, and especially during the leaner early start-up stages, corporate actions that are defective due to failures to obtain the correct board or shareholder votes, errors in the approval...more
Section 317 of the California Corporations Code authorizes, limits and in one circumstance even mandates the indemnification of a person by reason of the fact that the person is, or was, an "agent" of the corporation. The...more
Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds. Section 2000 provides an "escape hatch" by which...more
Section 25102.5 of the California Corporations Code exempts from the issuer qualification requirement of the Corporate Securities Law of 1968 a "transaction" that is the sale of: (i) a series of notes secured directly by an...more
Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under...more
Section 310 of the California Corporations Code concerns two different types of contracts or transactions. The first concerns a contract or other transaction between the corporation and one or more of its directors, or...more
The term "article" has an interesting etymology. It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect things together....more
Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section...more
The California Corporations Code includes provisions governing a wide variety of nonprofit organizations. However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious...more
California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification. Most...more
I was perplexed by Judge Cindee F. Mayfield's repeated references to "derivate claims" in a recent unpublished opinion - JBB Investment Partners v. Fair, Cal. Ct. of Appeal Case No. No. A160098 (June 9, 2022). Was this a...more
A "pledge" is a bailment for security. It is effected by delivery of possession of the pledged property, although title remains in the pledgor. Hartford v. State Bar, 50 Cal. 3d 1139, 791 P.2d 598, 270 Cal. Rptr. 12...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
The private corporation laws of both California and Nevada both authorize the formation of committees. Cal. Corp. Code § 311 & NRS 78.125. There are some differences, however. California requires that any committee of the...more
The California Secretary of State's website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability...more
Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's...more
California's female director quota law was on trial last week. According to Brian Melley, a reporter for the Associated Press, a witness from the Secretary of State's office testified "It’s required but there’s no penalty,...more
As noted in yesterday's post, Secretary of State Shirley N. Weber is asking U.S. District Court Judge R. Gary Klausner to dismiss a challenge to California's board quota statutes. In her motion to dismiss, the Secretary of...more