A Vice Chancellor Strives To Untangle California's Limited Partnership Dissolution Statutes

The California Corporations Code governs the birth and death of a wide variety of entities, including corporations, limited partnerships, and limited liability companies.  The provisions relating to each of these types of entities are generally the...

Registered In-House Counsel Is Not An Option For The Government

Last month, Governor Gavin Newsom announced the appointment of a general counsel for the Department of Financial Protection & Innovation.  The appointee, a graduate of Georgetown University Law Center, had previously served as a Senior Attorney for...

Nevada Supreme Court Holds Initiative To Be Unus Et Idem

A dozen years ago, I wrote about California's single subject rule governing legislation - "A statute shall embrace but one subject, which shall be expressed in its title".  Cal. Const. Art. IV, § 9.  A similar rule applies to initiatives - "An...

The Family Farm Inspires Nostalgia But Is Not Easily Defined

An idealized vision of the family farm holds a special place in the psyche of the American people.  But what exactly constitutes a "family farm"?  That is one of the definitional challenges that the Department of Financial Protection and Innovation...

This "Defunct" Delaware Corporation Remains A  California Citizen

Diversity jurisdiction of the federal courts requires complete diversity of citizenship.  28 U.S.C. § 1332.   If a party is a corporation, then it becomes necessary to determine the location of the corporation's citizenship.  In a recent decision,...

Must A Nonprofit Abnegate Private Gain?

The California Corporations Code includes provisions governing a wide variety of nonprofit organizations.  However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious corporations.  While the...

DFPI Proposes Rules For Commercial Financial Products And Services

In 2020, California enacted the California Consumer Financial Protection Law, Cal. Fin. Code § 90000 et seq.  The CCFPL authorizes the Department of Financial Protection & Innovation to define unfair, deceptive, and abusive acts and practices in...

Litigation Does Not Necessarily Vitiate Director's Absolute Right To Inspect

This space has previously discussed the question of just how absolute a director's "absolute" right of of inspection really is.  See When Is A Director’s Inspection Right Not Absolute? and Defining The Metes And Bounds Of A Director's Absolute Right...

A First Sighting Of Zuckerberg Decision In California

Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions.  United Food & Commercial Workers Union vZuckerberg 262 A.3d 1034 (Del. 2021).  Under this test, courts are to...

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