Last year, Senator Jerry Hill authored a bill, SB 538, which rewrote Corporations Code Section 25401. As I posted, the underlying premise was fanciful at best - that California's statute "has failed to keep up with similar language in federal...
The Securities Fraud Device That The Legislature Devised To Omit
Posted on March 25, 2014
What Exactly Was The Legislature Trying To Say?
Posted on March 24, 2014
Section 17703.04(a) is one of many bizarre provisions in California's new Revised Uniform Limited Liability Company Act:
Some Corporations Code Mysteries
Posted on March 21, 2014
While many disagree with the policy choices made by the drafters of the California General Corporation Law, I think many would agree that the GCL is well drafted from a technical perspective. I find it far better organized and accessible than...
Just What Does "Deem" Mean?
Posted on March 20, 2014
The Legislature likes to deem things, but what does it really intend when it does so? Consider the following examples:
Before This LLC Was Formed, These Members Knew It
Posted on March 19, 2014
The new California Revised Uniform Limited Liability Company Act contains some weird inversions of time and logical order. For example, it allows for the formation of an operating agreement even before an LLC is formed. In defining "operating...
The Odd Case Of The Unformed Applicant And The Non-Complying Name Holder
Posted on March 18, 2014
Suppose you are forming an LLC and have even settled on the perfect name. Alas, the Secretary of State's office refuses to file the articles of organization because your perfect name is so perfect that someone has already bestowed it on an LLC....
Another Reason Not To Like California's New LLC Act
Posted on March 17, 2014
Suppose Bob asks his lawyer, Paul, to form an LLC under California's new Revised Uniform Limited Liability Company Act. Paul's paralegal, Natalie, signs the Form LLC-1 as the organizer.
Another Modest Proposal - Risk Factors
Posted on March 14, 2014
This week, Broc Romanek launched CorporateAffairs.tv. No, it's not a live video feed of boardroom dalliances. One of Broc's first videos, Dramatic Risk Factors: We Face Competition (Vol. 1), inspired me to write about an idea that has been...
This Interest May Be Common, But It's Still Privileged
Posted on March 13, 2014
Section 954 of the California Evidence Code establishes a privilege "to refuse to disclose, and to prevent another from disclosing, a confidential communication between client and lawyer". A "confidential communication between client and lawyer" is...
