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Is A Trust Always A Person?

Yesterday's post discussed Justice Grimes' opinion that while a trust must always act through a trustee, a trust is a "person" that may associate in a partnership under the California Uniform Partnership Act of 1994 (Cal. Corp. Code § 26200 et seq....

If A Corporation Can Be A Person, Why Not A Trust?

The California Supreme Court has written that a "trust is a fiduciary relationship with respect to property in which the person holding legal title to the property--the trustee--has an equitable obligation to manage the property for the benefit of...

Uniform Partnership Act

Buying Assets Of A California Employer? You May Be Required To Withhold Seller's Unpaid California Employer Contributions

Yesterday, John Jenkins wrote in DealLawyers.com about successor liability in asset purchase transactions.  Many practitioners may be unfamiliar with potential successor liability under California's Unemployment Insurance Code.

Pursuant to Section...

Mergers & Acquisitions

The Theological Roots Of Advice And Consent

The United States Constitution vests the executive power of the federal government in the president, but his or her power is not entirely autonomous.  Notably, Article II, Section 2 endows the president with the power to make treaties with the...

Legislation

What To Do When A Director Goes Missing

I haven't actually encountered a case in which a corporation simply can't find a member of its board of directors.  If such a situation should arise, however, the California General Corporation Law has an answer in Section 2003.  That statute...

California Corporations Code

A House Divided Without Provision For A Provisional Director?

This week, I have been writing about Section 308 of the California Corporations Code.  Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a corporation are deadlocked...

California Corporations Code

Provisional Directors And The Third Degree

Monday's post concerned the appointment of one or more provisional directors pursuant to California Corporations Code Section 308.  The statute requires that a provisional director be an "impartial person".  In addition, the appointee must not be...

California Corporations Code

Stare Decisis Strikes Out At The Supreme Court

Readers of this blog may remember the case of Gilbert Hyatt versus the California Franchise Tax Board.  The litigation arose from the FTB's outrageous conduct in auditing Mr. Hyatt after he claimed to have moved to Nevada.  See Nevada Supreme Court...

Constitution

Deadlocks And The Provisional Director

Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances.  Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed are very different.

...

California Corporations Code

Professor Bainbridge Asks "If Corporations Are Not People, What Are They?"

Professor Stephen Bainbridge asks "If corporations are not people, then what are they?"  Although I hesitate to cavil over diction, I do think the question is more properly framed "If corporations are not persons, then what are they?" 

The word...

California Corporations Code

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