"We Reserve The Right To Refuse Service To Anyone", But What Would Blackstone Do?

"The common law of England, so far as it is not repugnant to or in conflict with the Constitution and laws of the United States, or the Constitution and laws of this State, shall be the rule of decision in all the courts of this State."

How To Revive A Suspended Corporation

Yesterday's post concerned the circumstances that will cause the California Franchise Tax Board to suspend a corporation's rights, powers, and privileges to conduct business in California. Suspension, however, is reversible, although it isn't...

Suspension By The Franchise Tax Board

Yesterday's post concerned the two circumstances in which the Secretary of State might suspend a corporation. The California Franchise Tax Board will suspend a corporation if it fails to pay taxes, penalties, fees or interest (Cal. Rev. & Tax. Code...

Corporate Suspension By The California Secretary Of State

In California, a corporation may find its powers, rights and privileges suspended by either the Secretary of State or by the Franchise Tax Board.  Today's post discusses the two roads to suspension by the California Secretary of State.

Court Rules Attorney-Client Privilege Ceases To Exist When Corporation Ceases To Exist Without Successor

The LLC May Well Be The Platypus Of Business Organizations

Unilateral Disarmament, The Prisoners' Dilemma And SEC Staff Comment Letters

In an arms race, each suffers the worst result if it disarms and the other side remains armed. However, if both sides are armed, they are not as well off as when both sides are disarmed. This is, of course, the classic "Prisoners' Dilemma" game (see...

Has Your Promissory Note Been Outlawed?

The modern understanding of the term "outlaw" is someone who has broken the law and has not been captured and brought to justice. There is, however, another sense of the term. A note is said to be "outlawed" when the statute of limitations no longer...

Is Forced Speech In Responding To Staff Comment Letters Inaccurate Speech?

In 2014, the Securities and Exchange Commission announced that all comment letters would request that the issuer include the so-called "Tandy Letter".  Thus, all staff comment letters include a request for a written statement in haec verba:

Simple Majority Voting And The Magna Carta

Some activists are continuing to submit stockholder proposals seeking the implementation of "simple majority voting".  For example,  Morgan Stanley's 2016 proxy statement includes the following proposal from Newground Social Investment, SPC: