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Court Finds Corporation To Be "Antagonistic" To Its Shareholders

A derivative claim is one brought by a shareholder on behalf of the corporation to recover for harm done to the corporation.  Cohen v. Mirage Resorts, Inc., 62 P.3d 720, 732 (Nev. 2003).  However, when a derivative action is initiated, the...

derivative action

Will The SEC's Framework Beget Blue Sky Blues For Digital Assets?

Earlier this week, two senior officials at the Securities and Exchange Commission issued this statement elucidating a "framework for 'investment contract' analysis of digital assets".  The Framework applies the tripartite test fashioned by the...

Corporate Securities Law

California Bill Would Codify ABC Test For Employee Status

Much to the consternation of employers, the California Supreme Court last year adopted a three-factor test, known as the "ABC" test, for determining when a worker is an employee.  Dynamex Operations West, Inc. v. Superior Court of Los Angeles, 4...

draft legislation

Court Finds Nevada Corporate Law To Be No Bar To Alter Ego Claim

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...

Nevada Revised Statutes

No Separate Action For Partners

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...

Partnerships

Court Finds No Privilege For Fraternal Execution

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). ...

Uniform Voidable Transactions Act

Legislator Proposes Limited Immortality For California LLCs

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

Limited Liability Company

Judge Finds No Privity Required For Control Persons

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...

Corporate Securities Law

Bank Directors Appointed By Politicians - What Could Possibly Go Wrong?

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 ...

Financial Institutions

Court: Internal Affairs Yields To Choice Of Law

"Whereof what's past is prologue, what to come"

Youngevity Int'l v. Smith, 2019 U.S. Dist. LEXIS 39790 involved cross motions for summary judgment with respect to a breach of fiduciary duty claim.  The plaintiff, a Delaware corporation, argued...

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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