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Two Partners, Three Lawyers, What Would King Solomon Do?

Jarvis Properties is a limited partnership with two general partners.  As fate would have it, the two general partners are brothers and each brother holds a 50% interest in the partnership.  When one brother, James, sued for partition, the other...

uniform limited partnership act

The Perils Of A False LLC Filing With The SOS

California requires that the articles of organization of a limited liability company include the name and street address of the initial agent for service of process.  Cal. Corp. Code § 17702.01(b)(4).  In a recent ruling, Chief District Court Judge ...

Limited Liability Company

An LLC Is Not A Corporation (Again)

Professor Joshua Fershee continues to chide courts for "careless language related to limited liability companies (LLCs)".  His post on the Business Law Prof Blog notes and quotes a ruling from the Northern District of Illinois - Clayborn v. Walter...

Forsooth, Today Divides The Month

Today is, of course, the Ides of March.  The word "ides" is derived from the Latin word for the 15th of the month in March, May, July and October and the 13th in the other months.  The Latin word is derived from the still older Etruscan word meaning...

California Sui Generis

The IBank May Someday Be California's Bank

Yesterday, I wrote about legislation that would authorize local governments to form their own local or regional public banks.  Senator Ben Hueso has a somewhat different idea.  He has introduced a bill, SB 528, that would establish the California...

Banking and Financial Institutions

Would You Bank On Los Angeles?

On Monday, California Assemblymembers Miguel Santiago and David Chiu announced that they intend to author a bill that would allow local governments to form their own local or regional public banks.  The announcement refers to AB 857, but that bill...

Financial Institutions

What Does California's LLC Alter Ego Statute Have To Do With A Delaware Corporation?

Mr. Clapper is a California resident and the President, Chairman, and controlling shareholder of ScanX, a Delaware corporation with its principal place of business in California.  Mr. Carlson and Carlson Produce, LLC, an Illinois limited liability...

Alter Ego

Court Lacks Authority To Order Buyout Of Foreign Entities

When one partner or members seeks the dissolution of a California limited partnership or limited liability company, the other partners or members may keep the LP or LLC alive by purchasing, for cash, the interests owned by the party seeking...

Limited Liability Company

The Vote Was 21 to 20; So Why Didn't This Motion Pass?

San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush.  At the time, China was ruled by an emperor.  After the abdication of the Emperor Pu Yi in 1912, China became the Republic of China.  In...

nonprofit corporation law

Rescinding Initial Coin Offerings Under California Law

John Jenkins at the The Mentor Blog wrote this morning about the Securities and Exchange Commission's relaxed approach to remedying unregistered initial coin offerings (aka ICOs).  According to John, the SEC is allowing an unregistered ICO to remedy...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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