The CSL And Membership Interests In LLCs

Two decades ago, Bob Rizzi and I wrote an article for the California Business Law Reporter asking whether limited liability company legislation would ever be enacted in California. Only three years later, California enacted the Beverly-Killea...

Nevada Supreme Court Pragmatically Rules On Delivery Of Dissenters' Rights Notices

Last week, the Nevada Supreme Court answered the question of whether notice of dissenters' rights must be delivered to both stockholders of record and beneficial owners.

Are Your Secrets Safe With Your Accountant?

The California Board of Accountancy is over 100 years old, having been established in 1901. In California, the accountants are governed by the Accountancy Act, which can be found in the Business and Professions Code (commencing with Section 5000)...

Commissioner Invites Comments On Adopting New Custody Rule

Investment advisers frequently have custody, either directly or indirectly, of their clients' assets.  Obviously, custody of another's assets can lead to infidelity.  In the word's of the satirist Juvenal, the question necessarily becomes "sed quis...

Three Moms Alleged To Have "Socked It To" PTA Members

Several news stories appeared this week about three Southern California mothers who allegedly used their involvement in an elementary school PTA to solicit investors in a Ponzi scheme.  According to this press release issued by the Los Angeles...

Be Careful What You Say When Breaking Up

CalPERS Renews State Street Custody Contract

Privilege and Work-Product

Imagine that one attorney, let's call her Ms. Bennett, has a client, Ms. Austen. Ms. Bennett, of course, speaks with Ms. Austen. Suppose, however, that Ms. Bennett also speaks with another attorney in her firm, Mr. Darcy, about Ms. Austen's case. Is...

Court Of Appeal Reaffirms Lender's Refusal To Loan To LLC Based On Felonious Investor In Manager

In May, I wrote this post about a decision by the Second District Court of Appeal finding that a lender did not violate California's Unruh Civil Rights Act when it declined to make a loan to a limited liability company whose managing member included...

You Know It's A Really Tough Regulatory Environment When . . .

In this letter sent last June, the writer commiserated: