Should The Secretary Of State Accept Filings By Cannabis-Related Business Entities?

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 the Secretary of State's...

Court Of Appeal: "We regret to inform that cannabis is illegal in California because federal law says so."

In November 2016, the voters of California adopted  Proposition 64 - the Medicinal and Adult-Use Cannabis Regulation and Safety Act, Cal. Bus. & Prof. Code § 26000 et seq. The act established a basic framework for licensing, oversight and enforcement...

The State Of Nevada Vilipends Vice Chancellor Laster's Ruling In Maffei v. TripAdvisor

Much has been written about Vice Chancellor J. Travis Laster's ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024). That case involved a challenge to TripAdvisor's planned reincorporation from Delaware to Nevada. Although Vice...

Will Your Industry Be On Deck For Registration With The California Department Of Financial Protection & Innovation?

The California Consumer Financial Protection Law (CCFPL) authorizes the Department of Financial Protection & Innovation (DFPI) “regarding registration requirements applicable to a covered person engaged in the business of offering or providing a...

In This Case, Termination Of Membership Without Compensation Is Not An Improper Forfeiture

The word "forfeiture" has an interesting etymology.  It is derived from two Latin words, foris meaning a door or gate, and facere meaningto do. Eventually, the word came to refer to a misdeed punishable by a fine. Today, it used to refer the loss of...

SEC Continues Its Persecution Of Crime Victims

More than a decade ago, I expressedconcern about the Securities and Exchange Commission's predilection for targeting victims of crimes. That concern related to an enforcement action against a company that had been victimized by a multimillion...

Just What Are The Duties Of A Controlling Shareholder And How Should Claims Of Breach Be Brought?

In a recent post, Professor Stephen Bainbridge discusses the question of when a controlling shareholder owes fiduciary duties to minority shareholders.  Knowing when controlling shareholder owes fiduciary duties is one thing, what those fiduciary...

Court Finds Usurpation Of LLC Opportunity To Be Derivative

My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024). The case relates to the plaintiff's "decade-long litigation campaign against his former...

Is Failing To Hold A Formal Board Meeting A Breach of Contract?

In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the governing board of a limited...

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