James Joyce Ineluctably Meets Cryptoassets

In a recent post on the Harvard Law School Forum on Corporate Governance, Jai Massari discusses a new paper that argues  fungible cryptoassets are not securities under existing U.S. federal securities laws while initial coin offerings (ICOs) and...

If A Lease Is Not "Valid", Is It Void or Voidable?

Justice Ignazio ("Nace") John Ruvolo once observed that the "Illegality of contracts constitutes a vast, confusing and rather mysterious area of the law."  McIntosh v. Mills, 121 Cal. App. 4th 333, 344 (2004).  One confusing or mysterious question...

Don't Even Think About Trying To Enforce These Voting Agreements

The California Nonprofit Corporation Law is actually three different laws - the Nonprofit Public Benefit Corporation Law (Part 2), the Nonprofit Mutual Benefit Corporation Law (Part 3), and the Nonprofit Religious Corporation Law (Part 4).  Part 1...

When Non-Voting Shares Must Approve A Reorganization

The California General Corporation Law permits a corporation to issue shares with no voting rights, provided that at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate, are entitled to full...

NASAA Urges Congress To Codify M&A Broker Relief

Last week, the North American Securities Administrators Association sent a letter to U.S. Senate and House committee leaders expressing concern that the appropriations process will "may be used to advance provisions in the draft JOBS Act 4.0 that...

Court Of Appeal Declines To "Sit On" Board Diversity Judgment

In July, California Secretary of State Shirley Weber filed a petition for a writ of supersedeas in the California Court of Appeal with respect to the trial court's judgment in Crest v. Padilla.  In that case, the trial court permanently enjoined and...

What Is The List Of Central Locations For Service Of Process?

The Department of Financial Protection & Innovation's website includes a link to an Excel spreadsheet listing the designation of of location(s) for service of legal process on financial institutions.  This listing is the result of legislation...

Dissenters' Rights And Conversions

Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights.  In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an agreed upon price, or if...

In This Case It May Have Been Better To Have Never Registered At All

Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State.  A foreign corporation that does not transact...

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