Judge Rules That A Front For A Mexican Cartel Had The Capacity To Protect Its Own Interests

California Corporations Code Section 25118(b) provides an exemption from the state's usury limitations for loans. The exemption is subject to several conditions. One condition is the existence of either a preexisting relationship or a level of...

Is There Any Repose For A Dissolved Nevada Corporation?

NRS 78.585 provides that dissolution does not impair any remedy or cause of action against a dissolved Nevada corporation or its directors, officers, or stockholders if it is  commenced within:

Do Corporate Minutes Include Chat Messages?

A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board". Cal. Corp. Code § 1500. Minutes are required to be open to inspection upon the written demand of any shareholder (or...

California's LLC Certificate of Cancellation - One Form That May Not Fit All

The California Revised Uniform Limited Liability Company Act deals separately with the dissolution and cancellation of a California limited liability company and the cancellation of registration of a foreign limited liability company. Yet, the...

Court Of Appeal Holds Stock Options Are Not Wages, But Damages Need Not Be Measured At The Time Of Breach

As an employee of Skillz Inc., Gautam Shah received awards of stock options. Under the Skillz plan, Mr. Shah could exercise his vested options within three months of his termination of employment. However, his options expired on the date of his...

Is The SEC's Shadow Trading Win Proof That There Is A Federal Common Law Of Crime After All?

Last week, the U.S. Securities and Exchange Commission's Director of Enforcement  celebrated a jury verdict in its insider trading case against Matthew Panuwat:

Strangers In A Strange Land - In California, Bumblebees, Crabs and Snails Are Fishes And A General Partnership May Soon Be A Corporation

In California, some things are not what they seem.  Here, a bumblebee, a crab or snail can be a fish, but a goldfish may not be a fish.  See California Believes Clams, Crabs and Bumblebees Are Fish, Does It Now Believe That Joshua Trees Are A Type Of...

Why Haven't More Corporations Reincorporated In Nevada?

A great deal of attention, including in this blog, has been focused Delaware corporations reincorporating in Nevada and other states.  See, e.g., Reasons To Quit Delaware Are Gettin' Bigger Each Day and Are Delaware Corporations "Rolling Down Hill,...

Reverse Stock Splits And The California Corporate Securities Law

Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange listing requirements....

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