Court Lacks Authority To Order Buyout Of Foreign Entities

When one partner or members seeks the dissolution of a California limited partnership or limited liability company, the other partners or members may keep the LP or LLC alive by purchasing, for cash, the interests owned by the party seeking...

The Vote Was 21 to 20; So Why Didn't This Motion Pass?

San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush. At the time, China was ruled by an emperor. After the abdication of the Emperor Pu Yi in 1912, China became the Republic of China. In 1949,...

Rescinding Initial Coin Offerings Under California Law

John Jenkins at the The Mentor Blog wrote this morning about the Securities and Exchange Commission's relaxed approach to remedying unregistered initial coin offerings (aka ICOs). According to John, the SEC is allowing an unregistered ICO to remedy...

California Ponders Mandating That Brokers And Investment Advisers Report Financial Elder Abuse

The California Elder Abuse and Dependent Adult Civil Protection Act mandates reporting of suspected financial abuse of an elder or dependent adult. Cal. Welf. & Inst. Code § 15630.1. Under the act, a "mandated reporter of suspected financial abuse...

Did The Secretary Of State Break The Law By Amending The Corporate Disclosure Form?

California's Administrative Procedure Act requires that a state agency follow a rigorous notice and comment process when adopting a regulation.  Although the APA broadly defines "regulation", forms are excepted.  Gov't Code §11340.9(c).  This...

Secretary Of State Modifies Corporate Disclosure Form In Response To Gender Quota Law

California's gender quota law took effect on January 1 of this year.  Cal. Stats. 2018, Ch. 954 (SB 826 (Jackson)).  By December 31, 2019, a publicly held domestic or foreign corporation whose principal executive offices, according to the...

Legislator Proposes Enactment Of The  Uniform Regulation of Virtual Currency Businesses Act

Last month, California joined Hawaii, Nevada and Oklahoma in considering enactment of the Uniform Law Commission's Uniform Regulation of Virtual Currency Businesses Act.  California's bill, AB 1489, was introduced by Assembly Majority Leader Ian C....

Plaintiffs Fail In Second Constitutional Challenge To DBO Desist And Refrain Orders

Three years ago, I wrote about a constitutional challenge to a desist and refrain order issued under the California Corporate Securities Law and the California Finance Lenders Law (nka the California Financing Law).  In Shurnas v. Owen, 2016 U.S....

Mirabile Dictu: 9th Circuit Holds FCPA Is Not A "Rule Or Regulation" Of The SEC

In 2013, Sanford Wadler, the General Counsel of Bio-Rad Laboratories, Inc., delivered a report to the company's audit committee. His report expressed his belief that the company had engaged in serious and prolonged violations of the Foreign Corrupt...