When A California Corporation Converts To A California Limited Liability Company, What Happens To Its Nevada Business License?

NRS 107.028(1)(d) requires that a trustee under a deed of trust be a "domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to chapter 76 of NRS".   In Mahban v. Prestige Default Services,...

DFPI Is Victim Of Identity Theft

There is certainly no lack of persons actively violating the seventh or eighth commandment (depending upon who is counting).  Last week, the California Department of Financial Protection & Innovation announced that it has learned of persons who are "...

Why Is The DFPI Requesting Funding To Implement Venture Capital Funding Reporting Mandate?

Last year, the California legislature enacted a bill, SB 54 (Skinner), that requires a "a venture capital" company to report annually to the Civil Rights Department on its funding determinations related to companies primarily founded by diverse...

Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United...

Governor Seeks $1.63 Million To Implement Venture Capital Company Reporting Law That He Branded As "Problematic"

Article 14, Section 12 of the California Constitution requires the Governor to submit a budget to the Legislature by January 10 of each year. The Constitution further required that the budget be accompanied by a budget bill, which the chairperson of...

When Must A Proxy Include The "General Nature Of The Matter To Be Voted On"?

The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member". Cal. Corp. Code § 5069. The other...

OAL Rejects DFPI Proposed Regulations

In March 2023, the California Department of Financial Protection & Innovation proposed to adopt numerous regulations to "implement, interpret, and make specific registration requirements for covered persons under the California Consumer Financial...

Federal Judge Finds Exception To Exclusivity Of California Dissenters' Rights Remedy To Be "Likely" Even Though The Statute Says Otherwise

California Corporations Code Section 1312(a) provides:

How The Mandatory Indemnification Statutes Of Nevada And Delaware Differ

Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or proceeding.  See DGCL §...

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