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Whom Do You Serve?

Suppose you were asked to serve Nation Credit Adjusters, L.L.C.  Your first step would likely be to try to identify the LLC's agent for service of process.  If you perform a business entity search on the California Secretary of State's website, you...

Why Not Let The Market Decide The Fate Of Quarterly Reporting?

Yesterday, Liz Dunshee revisited the debate over quarterly reporting of financial results. In her post, she notes "the Business Roundtable (BRT) (press release), the National Association of Corporate Directors (NACD) (press release) and the National...

"The Strongest Corporate Accountability Law In The Nation" Is Officially In Desuetude

In 2003, The California legislature enacted SB 523 to subject certain corporations to civil penalties of up to $1 million if the corporation has knowledge of certain acts and fails to notify the Attorney General or the "appropriate government...

California Corporations Code

Have You Ever Been Plussed?

Recently, I came to consider the potential ambiguity in the word "nonplussed".  The word originally meant to be confused or perplexed, as in:

"Defense counsel, undoubtedly nonplussed, attempted to challenge the unexpected identification by asking,...

California Sui Generis

Are Footnotes Verboten?

Last week, Broc Romanek posed the question "whether it’s okay to use footnotes when you write".  My question for today is whether it is legal to use footnotes.  It turns out that this is a question that the California legislature has actually...

California Sui Generis

Memo To The Legislature: The Beverly-Killea Act Hasn't Been Law Since 2014

California's first limited liability company act was known as the Beverly-Killea Limited Liability Company Act, former Corporations Code Section 17000 et seq.  In 2012, the legislature replaced it with the ill conceived California Revised Uniform...

Limited Liability Company

An Entity Named "Sue"?

Recently, I proposed that it may be a Sisyphean job to get courts to recognize that a limited liability company is not a limited liability corporation much less a corporation.  Judicial confusion over nomenclature has been a favorite topic of...

Face It, Court Rules Plaintiff Must Be An Actual Seller To Maintain Securities Fraud Action

A recent ruling by U.S. District Court Judge Cynthia Bashant reminds us that when it comes to securities fraud claims, a plaintiff is generally required to have either bought or sold a security.  Melcher v. Fried, 2018 U.S. Dist. LEXIS 89353. 

The...

Corporate Securities Law

Courts Order Divorces, What About Dissociations?

California's Revised Uniform Limited Liability Company Act provides that a limited liability company member may dissociate either "rightfully or wrongfully".  Cal. Corp. Code § 17706.01(a).  A dissociation is wrongful when, among other...

Limited Liability Company

I Beg Your Pardon, Martha Stewart

Last week, President Donald Trump intimated that he may pardon Martha Stewart who was famously convicted and served time in prison for obstruction of justice.  Ms. Stewart's notorious conviction arose out of an insider trading investigation of her...

securities fraud

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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