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Renegotiating A Limited Partnership Or LLC Agreement?  Don't Forget The California Corporate Securities Law

Twice-Sold Sales?

Many lawyers may not realize that an issuer can sell a security even after it has sold that security to an investor.   California Corporations Code Section 25017(a) defines "sale" to include any change in the rights, preferences,...

California Securities Laws

Blockchain Shareholder Records - For A Limited Time Only In California

In 2018, California enacted legislation authorizing California corporations to include a provision in their articles of incorporation allowing the use of blockchain technology to record and track the issuance and transfer of stock certificates. ...

California Corporations Code

NV Supreme Court Shuts Out Exclusive Application Of Forum Selection Clause

Mr. Desage, a Nevada resident, and Cadeau Express, Inc., a Nevada corporation, defaulted on several promissory notes payable to AW Financial Group, LLC, a Nevada limited-liability company.  Because everyone involved had a Nevada connection, it may...


Electronic And Digital Signatures According To The Secretary of State

According to the "filing tips" section of the California Secretary of State's website, an "electronic signature" is "typically is defined as meaning an electronic sound, symbol, or process attached to or logically associated with an electronic...

Annual Reports And Holder Liability

Next Wednesday will be the deadline for many corporations with calendar fiscal year ends to send an annual report to their shareholders.  See Cal. Corp. Code § 1501.  This requirement applies to all corporations incorporated under the California...

California Secretary Of State Starts Online Corporate Formations

Yesterday, the California Secretary of State announced that it has activated an online filing tool allowing for corporate formations.  This is the latest addition to a suite of online tools that were already available:

California Secretary of State

Judge Dismisses Suit Challenging California's Female Director Quota Law

Yesterday, U.S. District Court Judge John A. Mendez dismissed a stockholder's challenge to the constitutionality of California's female director quota law, SB 826Meland v. Padilla, U.S. Dist. Ct. Case Non. 2:19-cv-02288-JAM-AC (April 20, 2020). ...

When A Distribution Is Not Subject To Chapter 5

Chapter 5 of the California Corporations Code prohibits a distribution to shareholders unless specified conditions are met. The most common type of distribution subject to these limitations is a dividend, but the term "distribution to shareholders"...

California Corporations Code

Are Computers Biased And What Is The DBO Going To Do About It?

Humans decisions are affected by all manner of biases.  Many of these biases are quirks of the human mind.  A common bias, for example, is to assign more weight to recent data than to older data.  Another involves seeing patterns from random...

Department of Business Oversight

A "Security" By Another Name Is Carelessness

The Corporate Securities Law of 1968 defines a "security" essentially by providing a list. Cal. Corp. Code § 25019.  The statutory list is similar, but not precisely the same as, the definitional lists of securities found in the Securities Act of...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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JD Supra Readers Choice Top Author 2020



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