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Legislature Passes Bill Requiring In State Inspection of Corporate Records

Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .".  The statute is silent on where the inspection must occur. In Innes v. Diablo Controls, Inc., 248 Cal. App....

foreign corporation

Court Of Appeal Upholds Dismissal Of Purely Foreign Dispute

Seven years ago, I wrote about California's "million dollar contract" statute - CCP § 410.40.  That statute permits any person to maintain an action against a foreign corporation or nonresident person when the action arises out of, or relates to,...

foreign corporation

Where Is A Holding Company's Principal Place Of Business?

Businesses often prefer to have their cases tried in federal court, but the U.S. District Courts are courts of limited jurisdiction.  When there is no federal question at issue, the Court's jurisdiction may depend on whether there is diversity...

foreign corporation

What Every Delaware Unicorn Needs To Know About The California General Corporation Law

Recently, I came across a list of unicorns.  These are private companies with valuations of $1 billion or more.  I can't vouch for the accuracy of the list, but I did recognize many of the names.  Many of the companies on the list shared two...

Pseudo-Foreign Corporations, foreign corporation, unicorn

This Foreign Corporation's Status May Be Forfeited, But The Resident Agent Remains

A recent ruling by U.S. District Court Judge Otis D. Wright II illustrates how it may be easier to enter California than to leave it.  Real v. St. Jude Med., Inc., 2017 U.S. Dist. LEXIS 47081 (C.D. Cal. Mar. 29, 2017)

In 1996, St. Jude Medical,...

Real v. St. Jude Medical, resident agent, Section 2114, Secretary of State, foreign corporation, Otis D. Wright II, service of process

What, Pray Tell, Is A "Foreign Corporation"?

Earlier this week, I wrote about Wellisch v. Pa. Higher Educ. Assistance Agency, 2017 U.S. Dist. LEXIS 40831 (N.D. Cal. Mar. 21, 2017).  The issue was whether the defendant, Pennsylvania Higher Education Assistance Agency, was required to register...

Pseudo-Foreign Corporations, s.a., Section 162, Section 171, 2017 U.S. Dist. LEXIS 40831, foreign corporation, gmbh, societe anonyme, transact intrastate business

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states.  Thus, it should surprise no one that these states don't appreciate it when their legal offerings are undermined by other states.  One way...

Nevada Corporations, SB 203, California Corporations Code, foreign corporation, Hollis v. Hill, internal affairs doctrine, Section 2116, Shaffer v. Heitner, Super Pawn Jewelry & Loan v. Am. Envtl.

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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