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Does The Business Judgment Rule Extend To A Board's Interpretations?

The California Supreme Court has adopted a rule of deference to most decisions made by community association boards:

"Where a duly constituted community association board, upon reasonable investigation, in good faith and with regard for the best...

nonprofit corporation law

While In Nevada, It's Best Not To Impersonate A Corporation

I suppose that some unincorporated persons might be tempted to add "Inc." to give an impression of corporality to their activities.  Although Nevada is famously lenient to many vices, impersonating a corporation is not one of them.  NRS 78.047...

nevada corporation

Why Does The SEC Insist That Some Defendants Lie?

In 1972, the Securities and Exchange Commission adopted what has become known as the "gag rule":

"The Commission has adopted the policy that in any civil lawsuit brought by it or in any administrative proceeding of an accusatory nature pending...

federal securities law

N.C. Supreme Court Interprets California Demand Requirement, But Did The Statute Apply?

The North Carolina's Supreme Court's recently issued opinion in  Azure Dolphin, LLC v. Barton, 2018 N.C. LEXIS 1036 caught my eye because it involved an interpretation of California Corporations Code Section 15910.02 which establishes the pleading...

uniform limited partnership act

Court Rules Registration To Transact Intrastate Business Does Not Establish General Jurisdiction

A foreign corporation registering with the California Secretary of State to transact intrastate business must, among other things, designate an agent for service of process in California. Does this amenability to service confer personal...

foreign corporation

NY Courts Disagree On California Demand Requirement

Unlike the federal courts and Delaware's Court of Chancery, California has a statutory demand requirement.  Section 800(b)(2) of the Corporations Code provides:

"The plaintiff alleges in the complaint with particularity plaintiff’s efforts to secure...

derivative action

Why Your Next Director Might Not Be An LLC

From time to time the question arises about whether a limited liability company, corporation or some other form of entity might serve as a director.  This is, in fact, a question that I tackled four years ago in this post.  The short answer is that...

California Securities Laws

DBO Seeks Comments On Commercial Loan Disclosure Rules

This September, Governor Jerry Brown signed SB 1235 (Stats. 2018, Ch. 1011) into law.  In a nutshell, SB 1235 adds a new division to the Financial Code imposing specific loan disclosure requirements on providers of commercial financings.  These...

Finance Lenders Law

It's A Brand New Biennium!

The California legislature reconvened on Monday.  Cal. Const. Art. IV, § 3(a).  Over 100 bills have already been introduced in the Assembly.  The Senate is far behind with just 51 bills introduced thus far.  The first day business in both houses...

Legislation

A "Criminal Waste Of Space" Foments Concern About Possible Vestiarian Crisis

This month's issue of Orange County Lawyer includes another entertaining column by Court of Appeal Justice William D. Bedsworth.  He points out that Government Code Section 68110 requires every judge in open court during the presentation of causes...

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ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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