Will Your Corporation Be Required To Designate A "Corporate Law Enforcement Contact"?

Before seeing AB 1993 (Irwin), I had not come across the concept of a "corporate law enforcement contact". The bill, which was introduced last month, doesn't exactly say what a corporate law enforcement contact's responsibilities might be, but it...

Bill Threatens To Yank Qualification Upon Any Change In Management

Sometimes, I run across bills that seem to defy rational explanation.  AB 2610 (Holden) appeared to be one such bill.

Two Words That The SEC Read Into The JOBS Act

"It is, of course, an indispensable part of a scrivener’s business to verify the accuracy of his copy, word by word."

Are California Statutes Authorizing Desist And Refrain Orders Facially Unconstitutional?

In December 2008, the Commissioner of Corporations issued a desist and refrain order based on alleged violations of the Corporate Securities Law and the Finance Lenders' Law. Nearly seven years later, the respondents challenged the order by filing a...

Senator Introduces Bill To Allow LLCs To Be Licensed As Real Estate Brokers

Section 17701.04(b) of the California Corporations Code provides:

Ninth Circuit Finds No Reliance On Auditor's Qualified Opinions

In 2009, the Securities and Exchange Commission sued Danny Pang and his two companies for allegedly defrauding investors of hundreds of millions of dollars by misrepresenting investments in the life insurance policies of senior citizens and in...

Section 11 Class Actions And The Magna Carta

If you had a dispute in Medieval England, it would likely be heard in the court of the local baron. Some disputes, however, caught the interest of the monarch and would be heard in a royal court. In the twelfth century, King Henry II instituted...

California Member Rights To Inspect Delaware LLC Records

A Delaware limited liability company might reasonably expect that Section 18-305 of Title 6 of the Delaware Code governs the inspection rights of its members. However, members of a foreign LLC, including an LLC organized under Delaware law, may have...

Is Section 141(d) Truly Oxymoronic?

Section 141(d) of the Delaware General Corporation Law provides that the directors of any corporation may "be divided into 1, 2, or 3 classes". It's hard to make sense of this statement. First, I don't believe that Delaware legislature meant to...