Attorney Representing LLC Does Not Necessarily Owe A Professional Duty To Co-Equal Owner

An attorney who represents a corporation does not inevitably become the attorney for the corporation's stockholders.  However, the Court of Appeal in Responsible Citizens v. Superior Court, 16 Cal. App. 4th 1717 (1993) held that an attorney who...

Ulysses And Unlicensed Businesses

In the Cyclops chapter of James Joyce's Ulysses, the narrator explains to one Joe Hynes that he is now working as a debt collector, albeit without great success:

DBO Issues Guidance To Banks And Credit Unions Serving Cannabis Related Businesses

In the early 1970s, I worked as a petroleum transfer engineer (aka service station attendant). In those halcyon days, we actually pumped the gas for customers, washed their windows and offered to check the oil. I remember one customer who was a...

Governor Signs Bill Authorizing Public Banks - What Could Possibly Go Wrong?

Yesterday, Governor Gavin Newsom signed AB 857 into law.  The bill authorizes local agencies to establish so-called "public banks", subject to approval by the Department of Business Oversight and Federal Deposit Insurance Corporation. 

Real Estate Development Runs Afoul Of California Securities Laws

Yesterday, the California Department of Business Oversight issued this press release announcing that San Diego Superior Court Judge Joel R. Wohlfeil granted the DBO’s request for a temporary restraining order.  The TRO bars further land sales,...

Can A Company Have More Than One Principal Executive Office?

The Securities and Exchange Commission's Form 10-K requires disclosure of a company's "principal executive offices". The SEC, however, provides no definition of what constitutes a company's "principal executive offices". Until now, this may not have...

This California Securities Law Allows California Issuers To Choose The Law Of Another Jurisdiction

One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law. These California issuers, however, are free to choose to have the law...

How To Avoid The California General Corporation Law

The California legislature has famously extended many provisions of the California General Corporation Law to corporations under the laws of other states.  But, as Michael Corleone observed at the beginning The Godfather: Part III: "Just when I...

California Enacts Another Risk Factor

On September 18, Governor Gavin Newsom signed AB 5, a bill dealing with the classification of workers as employees or independent contractors. It will probably come as no surprise that the bill intended to make it more likely that a worker will be...