What Can Be Done When Shareholders Can't Be Found Or Creditors Won't Accept Payment

What is a corporation to do when:

In California, Even Infants Can Vote!

The 26th Amendment to the United States Constitution provides: "The right of citizens of the United States, who are 18 years of age or older, to vote, shall not be denied or abridgedby the United States or any state on account of age". The...

Ninth Circuit Finds California's Ban On Non-Compete Agreements Can Extend To Substantial Professional Restraints

California, unlike other states, takes an absolutist view of covenants not to compete. Section 16600 of the Business and Professions Code declares, with certain exceptions, "every contract by which anyone is restrained from engaging in a lawful...

Will Delaware's New Voluntary Certification Act Lead To California Lawsuits?

As explained in this memorandum by Richards, Layton & Finger, PA, Delaware recently enacted the Delaware Certification of Adoption of Transparency and Sustainability Standards Act.  This legislation will allow a Delaware entity to signal its...

In California, Corporations Can Be Individuals Too

Many were upset with the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission,  Citizens United v. FEC, 558 U.S. 310 (2010). The California legislature was so upset that it passed a resolution memorializing its disagreement...

Drinking May Have Dethroned His Reason And His Gaming Debt

Suppose you had just lost a $1 million gambling in Las Vegas. The wise thing to do would be to stop, but you don't. The house accommodates you by extending another million dollars in "credit" for which you sign markers. Unfortunately, luck is not a...

Implied Private Right Of Action And The Corporate Securities Law of 1968

Section 25235 of the California Corporations Code declares that is unlawful for an investment adviser to engage in a number of specified activities, including employing "any device, scheme, or artifice to defraud any client or prospective client"....

Court Of Appeal Finally Notices That Section 2116 Says Not A Word About Officers

Section 2116 of the California Corporations Code generally provides that the directors of a foreign corporation transacting intrastate business in California will be liable for a violation of official duty according to any applicable laws of the...

These Officials Live On In Statute

I always find outdated statutory references to be annoying, particularly when I'm dealing with a statutory scheme for the first time. I recognize that the fun of legislation lies in writing new laws, but with the power to make law should come the...