Nonprofit Basics: How To Wind up a California Charity
On May 14, 2025, Texas Gov. Greg Abbott signed the much-anticipated Senate Bill No. 29 (SB 29) into law....more
I have devoted several posts over the years to California's Unincorporated Association Law. Although many houses of worship are incorporated, some are not. Even amongst incorporated religious groups, there can be sub-groups...more
Yesterday's Wall Street Journal includes a story about the possible delisting of shares of Chinese companies. Shares of companies that are listed, or authorized for listing, on a national securities exchange (or tier or...more
In “business divorce” litigation involving LLCs, it is common to see a disgruntled LLC member asserting claims against the LLC’s manager. Depending on the type of harm alleged, those claims might be asserted directly (by the...more
A prior post — Statutory LLC Buyouts – “Fair Value” vs. “Fair Market Value” — covered an unpublished opinion filed in 2021 addressing the difference between the statutory buyout processes governing California corporations and...more
Consider incorporating in the Buckeye State - the home of championship college football teams and sensible, business friendly corporate laws. Recent developments have called into question the prevailing wisdom of choosing...more
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...more
In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...more
A little more than eight years ago, I wrote about U.S. District Court Judge Ronald M. Whyte's ruling that a corporate board of directors lacks the capacity of being sued. Theta Chi Fraternity, Inc. v. Leland Stanford Junior...more
According to the Securities and Exchange Commission, a DAO is a "term used to describe a 'virtual' organization embodied in computer code and executed on a distributed ledger or blockchain". That does not answer the...more
Since 1972, the U.S. Securities and Exchange Commission (SEC) has enforced an informal yet impactful provision, Rule 202.5(e) (17 § C.F.R. 202.5(e)), commonly referred to as the “No Admit No Deny” or just “No Deny” policy or,...more
The U.S. District Court for the Eastern District of Texas on Dec. 3, 2024, issued a nationwide preliminary injunction suspending the government's enforcement of the Corporate Transparency Act (CTA) and its Implementing...more
Entities subject to CTA coverage should continue to prepare to report BOI to FINCEN. On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction blocking the...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
On December 3, 2024, an order of the United States District Court for the Eastern District of Texas granted a nationwide injunction halting enforcement of the Corporate Transparency Act (“CTA”) and regulations enacted under...more
On December 3, 2024, in Texas Top Cop Shop, Inc. et al. v. Garland, the United States District Court for the Eastern District of Texas (the “Court”) issued a nationwide preliminary injunction against the government’s...more
This is a last in a series of client alerts and blog posts we’ve issued over the last year designed to inform you of the new Federal and Pennsylvania corporate reporting obligations....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
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
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
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
On Saturday, September 28, California Governor Gavin Newsom vetoed Assembly Bill 3129. ...more
As of January 1, 2025, parties to transactions involving pharmacies located in California may also need to file a written notice with the California Attorney General. Assembly Bill 853 (AB 853), codified at Part 14 to...more
The California General Corporation Law requires that a California corporation have a secretary. Cal. Corp. Code § 312(a)(2). The CGCL, however, says nothing about a chief legal officer. Indeed, many corporations do not...more
In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC, 2024 WL 1502944 (Cal. Ct. App. Apr. 5, 2024), reh'g denied (Apr. 30, 2024). That case involved claims against a...more