California Corporate & Securities Law

The gist of an alter ego claim is that that there is no separation between the corporation and its owners. As a result the distinct personality of the corporation may be disregarded and the shareholders held to account for the corporation's...

A corporation and a partnership enter into a contract. Alleging that the partnership is in breach, the corporation sues the partnership and its two general partners. Neither of the partners is a party to the contract. However, California's Uniform...

No, this wasn't a case of Cain and Abel or Romulus and Remus, but it did involve brothers and an execution of sorts.  The protaganists in Chen v. Berenjian, 2019 Cal. App. LEXIS 275 were Chen and the brothers Berenjian (Shazad and Sharmad). According...

The California Revised Uniform Limited Liability Act originally provided that "A limited liability company thatis dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against...

Last May, I wrote about U.S. District Court Judge Arthur D. Spatt's ruling in Hatteras Enters. v. Forsythe Cosmetic Grp., Ltd., 2018 U.S. Dist. LEXIS 68792. That post concerned Judge Spatt's decision to apply California's Corporate Securities Law of...

I recently wrote about proposed legislation (SB 528) that would establish the California Infrastructure and Economic Development Bank (I-Bank) as a depository institution.  The I-Bank, despite its name, does not currently accept deposits.  The bill ...

Yesterday, I took note of a recently introduced Nevada bill, AB 304, that would, among other things, allow a Nevada corporation to impose liability on a stockholder for attorney's fees and costs in connection with an "unsuccessful internal corporate...

In 2017, Nevada codified the internal affairs doctrine by enacting NRS 78.012: