The Cancelled LLC - What Is Thy Power?

To call the California Revised Uniform Limited Liability Company Act "quirky" would be to pay it an unmerited compliment.  Take, for example, the provisions governing dissolution.

DBO Issues Phishing Warning

The Department of Business Oversight recently published a warning to beware of "phishing" schemes.  The DBO points out that it sends its Monthly Bulletins and other time-sensitive communications through its list host, Granicus (aka GovDelivery)....

State Has No Clue As To How Much Board Gender Mandate Will Cost

Several previous posts have highlighted a bill that would impose a gender mandate with respect to the boards of directors of publicly traded corporations that maintain their principal executive office in California. Having passed out of both the...

Secretary Of State Finds Business Chatbots And Online LLC-1 Filings

The California Secretary of State's office yesterday announced two improvements to its business website. The first is "Eureka" which is intended to allow the public to navigate the Secretary of State's website using "chatbot" technology....

Will "Best Interest" Preempt Fiduciary Duties?

Last month, the Securities and Exchange Commission proposed to established a standard of conduct for broker-dealers when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer. If...

A Curious Case Of Stolen Par Value

The concept of par value has largely fallen into desuetude. Thus, I was surprised to see a Nevada Supreme Court opinion dealing with stolen par value. I can understand stealing par value shares, but how does anyone steal par value and why would...

SEC Announces Launch Of SALI; What About The States?

Earlier this week, the Securities and Exchange Commission announced the launch of a new online tool for investors.  The SEC describes this tool as follows:

When Demanding Inspection, Don't Overlook The Demand

The wheels of justice turn slowly.  Two years ago, I wrote about Judge Robert C. Jones's ruling in Weinfeld v. Minor, 2016 U.S. Dist. LEXIS 30117 (D. Nev. Mar. 8, 2016). In that ruling, Judge Jones tackled tackled the question "whether a judgment in...

Is The Codification Of A Director's Standard Of Care A "Liability Created By Law"?

By codifying the standard of performance of directors in Corporations Code Section 309 did the legislature create a liability by law?