California Corporate & Securities Law

Today is the 115^th day of the 80^th Session of the Nevada legislature, meaning that this session will end in just 5 days on Monday, June 3. Corporate practitioners, however, will not have to wait until next week for the denouement. Earlier this...

The California Revised Uniform Limited Liability Company Act defines "person" to mean, among other things a "trust, a trustee of a trust, including, but not limited to, a trust described under Division 9 (commencing with Section 15000) of the...

Today's post continues my discussion of the Court of Appeal's holding in Han v. Hallberg, 2019 Cal. App. LEXIS 475 that a trust is a person that may be a partner under the California Uniform Partnership Act. As I noted yesterday, the Court of Appeal...

Yesterday's post discussed Justice Grimes' opinion that while a trust must always act through a trustee, a trust is a "person" that may associate in a partnership under the California Uniform Partnership Act of 1994 (Cal. Corp. Code § 26200 et seq....

Yesterday, John Jenkins wrote in DealLawyers.com about successor liability in asset purchase transactions.  Many practitioners may be unfamiliar with potential successor liability under California's Unemployment Insurance Code.

The United States Constitution vests the executive power of the federal government in the president, but his or her power is not entirely autonomous. Notably, Article II, Section 2 endows the president with the power to make treaties with the...

I haven't actually encountered a case in which a corporation simply can't find a member of its board of directors. If such a situation should arise, however, the California General Corporation Law has an answer in Section 2003. That statute...

This week, I have been writing about Section 308 of the California Corporations Code.  Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a corporation are deadlocked so...