They May Be At The Gate, But Lawyers Are Not Gatekeepers

In the sixth century BCE, the king of Clusium (a city in Tuscany) attacked Rome. A one-eyed junior officer, Publius Horatius Cocles, took up the task of defending a key bridge, the Pons Sublicius, when his more senior officers were casting about in...

The NAFTA, Preemption And Where In the World Are The Reservations?

Earlier, I wrote this post about the exemption from registration found in Section 3(a)(2) of the Securities Act for "any security issued or guaranteed by any bank". For purposes of this statute, a "bank" generally means "any national bank, or any...

Nevada Business Entity Law Changes Are Now In Effect

Nevada's legislature meets only in odd number years and then for only 120 calendar days (2,880 hours).  Nev. Const. Art. 4, § 2(2). This year, the legislature enacted SB 405, which makes numerous changes, large and small, to the Nevada's business...

Corporate Ownership Disclosure Again In The Crosshairs

Nevada Secretary of State Announces Task Force

A Miscellany For The Head Of The Year

Unincorporated Associations

Does California's Anti-Waiver Statute Void Choice Of Forum Agreements?

California Corporations Code Section 25701 is derived from Section 410(g) of the Uniform Securities Act (1956). Section 25701 voids any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with...

Court of Appeal Decides Buy-Out Questions Under Re-RULPA

California's Uniform Limited Partnership Act of 2008, commonly known as Re-RULPA, established a mechanism by which partners can avoid a judicial dissolution of the partnership by purchasing for cash the partnership interest owned by the partners...

Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First

In Democracy in America, Alexis de Tocqueville devoted an entire chapter to the propensity of Americans to form associations.  In particular, he observed:

California's Fairness Opinion Requirement For Interested Party Proposals

In 1968, Congress enacted the Williams Act to regulate tender offers. Two decades later, the California legislature enacted Corporations Code Section 1203 to impose additional requirements on tender offers and other specified transactions by an...