In Some Cases, A Dissociated Partner May Remain Liable As A Partner

The anomalously named California Uniform Partnership Act of 1994 specifies when a partner in a general partnership "dissociates".  Cal. Corp. Code § 16601.  Upon dissociation, a general partner loses the right to participate in the management and...

California's Female Director Quota Law Is Now Headed For Trial

California Superior Court Judge Maureen Duffy-Lewis issued her ruling yesterday on the parties' respective motions for summary judgment in Crest v. Padilla (Cal. Super. Ct. Case No. 19STCV27561).  In this case, the plaintiffs are seeking a judgment...

Filing Statements Of Denial

The California Uniform Partnership Act of 1994 permits, but does not require, a general partnership to file a statement of partnership authority with the California Secretary of State's Office.   Cal. Corp. Code § 16303.  Among other things, the...

Did George Rice Foresee Bernie Madoff?

Goldfield, Nevada exploded into Nevada's largest city in the first decade of the Twentieth Century.  It supported two stock exchanges - the Goldfield Mining Stock Exchange (which began in the Northern Saloon) and the Goldfield Stock and Exchange...

Where To Find Common Stock In The California General Corporation Law

As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock".   Common shares are shares that have no preference over other shares with respect to distribution of assets on...

Ruling May Be Imminent In Female Director Quota Challenge

Readers may recall that there are at least two challenges to California's female director quota mandate (aka SB 826).  In June, the Ninth Circuit Court of Appeals resurrected one suit by holding that the challenger has standing.  Meland v. Weber, 2...

Does Full Disclosure Require Self Accusation?

In this post, Professor Stephen Bainbridge takes the Securities and Exchange Commission to task for investigating Activision's employment practices:

Why Section 11 Is A Big Deal

Many law firms will undoubtedly publish alerts on yesterday's decision by the Ninth Circuit Court of Appeals in Pirani v. Slack Techs., 2021 U.S. App. LEXIS 28319.   The court held that issue arose from  the New York Stock Exchange's rule allowing...

Is Shareholder Approval Required To Mortgage Corporate Property?

California requires the approval of the outstanding shares of a California corporation and its board of directors when it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets other than in the...

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