The Odd Case Of The Unformed Applicant And The Non-Complying Name Holder

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

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

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

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...

OAH Seeks Opinion Regarding Appearances By Non-Attorneys and Out-of-State Attorneys

I've written on several occasions about the Office of Administrative Law.  It should not be confused with the Office of Administrative Hearings. The OAH provides administrative law judges who conduct hearings for over 1500 state and local government...

Amicus Decries "Tortification" Of Contract Law

In For Executives, This May Have Been The Most Frightening Holding Of 2013, I wrote about the Court of Appeal's decision in Asahi Kasei Pharma Corp. v. Actelion Ltd., 222 Cal. App. 4th 945 (2013). Readers may recall that the case involved a lawsuit...

"Don't tell me not to worry, and please don't call me partner."

How many websites and marketing materials have you seen that identify a company's suppliers and other vendors as "partners"? Does this mean that the company actually intends to communicate that it has formed a legal partnership with the named...

Joint Venturer May Be Partner By Estoppel

Benjamin Disraeli is often credited with saying "With words we rule men". I haven't found a source for that particular quotation. Even if he never uttered or wrote those words, I like the quote and the idea that the former prime minister may have...

Should Corporations Conserve Water Because A Shareholder Believes It's The Right Thing To Do?

Last month, the California Public Employees Retirement System (CalPERS) sent a letter to its California real estate and private equity managers asking that they take a number of steps to conserve water. I found CalPERS' justification provocative in...