Does Section 415 Derogate The Exclusivity Of The Appraisal Remedy?

Section 415 of the California Corporations Code provides that nothing in the General Corporation Law "shall be construed as a derogation of any rights or remedies of a creditor or shareholder may have against any … shareholder, director, officer or...

Yes! Today Is Bloomsday!

In 1924, Nora Barnacle wrote "To day 16 June 1924 twenty years after.  will anybody remember this day."  Nora's husband, James Joyce set all of the action of Ulysses on a single day, June 16, 1904, the date of his first date with Nora.  Because ...

Arizona Court Holds Judge Need Not Hear Case To Write Recommended Decision

California's Administrative Procedure Act requires that an administrative law judge preside over contested administrative hearings.  Cal. Gov't Code § 11512(a).  However, the agency determines whether the administrative law judge (ALJ) hears the case...

Nevada Developers' Ignorance Of Investors' Location Precludes Suit In California

"A funnel hovered over the American West. Into the large end went investor dollars and investor dreams. Out the little end streamed dollars into Las Vegas, where a Nevada intermediary made loans to Nevada land developers who had high hopes for big...

Secretary Of State Must Answer Legal Challenge To Female Director Quota Law

Last August, I reported on the filing of a taxpayer challenge to California's Board Gender Quota Law.  Crest v. Padilla, Cal. Super. Ct. Case No. 19STCV27561.  California's Secretary of State, Alex Padilla, was named as the defendant in his official...

Canceled, Suspended, Forfeited - What's The Difference?

The California Secretary of State's website allows the public to access information concerning corporations, limited liability companies and limited partnerships of record with the California Secretary of State. A business entity will be of record...

DBO Filings Will No Longer Be Displayed On Website

Docqnet is the California Department of Business Oversight's online portal for making securities and franchise filings. The public may also search and access copies of these filings on the portal. This convenient public access will be ending soon,...

Do California Courts Classify Promissory Notes As Securities Based On Their Phenotype?

A recent decision by U.S. District Judge Paul G. Gardephe has attracted attention among bank finance lawyers by ruling that the sale of promissory notes to "a few hundred" investors did not involve the offer or sale of a security. Kirschner v....

How To Change A Foreign Corporation's State Or Place Of Domicile

'No statutory authority exists in California for a foreign corporation that is qualified to transact intrastate business in California to amend its statement of information to reflect a new state or place of domicile. A foreign corporation desiring...