Beneficial Ownership Reporting May Soon Be Coming To California With A Brobdingnagian Price Tag!

Beginning January 1, 2024, many companies became subject to the beneficial ownership reporting requirements of the Corporate Transparency Act.   The Financial Crimes Enforcement Network (FinCEN) estimated that the total costs of compliance for this...

If A Contract Creates No Legally Enforceable Rights, Is It A Contract?

The word "contract" is derived from the Latin word contrahere which means to draw (or drag) together.   The California Civil Code defines a "contract" as "an agreement to do or not to do a certain thing". Cal. Civ. Code § 1549. The estimable Bernard...

Nevada Supreme Court Rejects The "Uncontrollable Child" Theory Of Parent-Subsidiary Relationships

Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction. For example, the Nevada Supreme Court recently held that directors and officers of a...

California Bill Would Deem Some Lenders As Licensed

California generally requires that persons engaged in the business of making loans be licensed. If not licensed under some other statute (such as the banking, credit union or residential mortgage lending laws), a lender will generally be subject to...

California Bill Would Establish Registration Program With Respect To Commercial Financing Or Commercial Financing Brokerage Services

Recently, I wrote about the California Office of Administrative Law's rejection of regulations proposed by the Department of Financial Protection & Innovation.  These proposed regulations were intended to "implement, interpret, and make specific...

When A California Corporation Converts To A California Limited Liability Company, What Happens To Its Nevada Business License?

NRS 107.028(1)(d) requires that a trustee under a deed of trust be a "domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to chapter 76 of NRS".   In Mahban v. Prestige Default Services,...

DFPI Is Victim Of Identity Theft

There is certainly no lack of persons actively violating the seventh or eighth commandment (depending upon who is counting).  Last week, the California Department of Financial Protection & Innovation announced that it has learned of persons who are "...

Why Is The DFPI Requesting Funding To Implement Venture Capital Funding Reporting Mandate?

Last year, the California legislature enacted a bill, SB 54 (Skinner), that requires a "a venture capital" company to report annually to the Civil Rights Department on its funding determinations related to companies primarily founded by diverse...

Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery

In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United...

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