Anyone who has submitted a business filing to the California Secretary of State's office know that a serious problem exists. At present, the Secretary of State has 122,000 documents waiting to be filed. The delays are simply intolerable for the...
Recent Posts
The formation of a subsidiary under the laws of a foreign country may not seem to implicate the California Corporate Securities Law. Yet, an offer and sale may occur "in this state" within the meaning of Corporations Code Section 25008. See ...
Jacob was in love with Rachel, but he had a problem. What could he offer Rachel's father, Laban, for her hand? Not having much, he offered to work for seven years. Laban seemed to find this acceptable, but when the seven years service was completed,...
As discussed in prior posts, "transacting intrastate business" is not the same as "doing business". See You may Be Doing Business in California Even When Not Transacting Intrastate Business. The former is what determines whether a foreign...
Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist.
Earlier this week, I mentioned the former Public Utility Holding Company Act (aka PUHCA). Although it was repealed several years ago, the PUHCA remains important as the legal substrate upon which the famous, and still important, Chenery cases were...
In Section 4.13 of Bishop & Zucker on Nevada Corporations and Limited Liability Companies, we discuss who may be liable on pre-incorporation contracts. In Hotel Last Frontier Corp., v. Universal Match Co., 358 P.2d 896 (Nev. 1961), the Nevada...
For more than thirty years, I've driven by, but never stopped at, the Roy Rogers and Dale Evans Museum in Victorville, California. The museum eventually relocated to Missouri but reportedly did not survive for long. Despite this notable defection,...
Section 25018 of the California Corporations Code provides a definition of several of the better known federal securities laws:
