California Corporate & Securities Law

Section 17701.13 of the California Corporations Code requires that a limited liability company designate and continuously maintain in California both an office and an agent for service of process. The office need not be a place of the LLC's activity...

Today, California regulates the offer and sale of securities more by exemption than qualification.  In addition, California and other states have lost authority over a significant amount of securities transactions due to federal preemption.  The...

"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."

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...

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...

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.

The LLC May Well Be The Platypus Of Business Organizations

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...

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...