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Happy Fourth!

This monument is at the site of the Old North Bridge in Concord, Massachusetts.  Ralph Waldo Emerson, who lived just down the road, immortalized the battle in his Concord Hymn:

By the rude bridge that arched the flood,Their flag to April’s breeze...

Fourth of July

Bill Would Impose Minimum Number Of "Directors From An Underrepresented Community"

In 2018, the California legislature enacted SB 826 (Jackson) which imposed gender quotas on corporate boards of directors of "publicly held corporations".  See California Enacts Novel Female Board Quota Legislation.  The constitutionality of that...

Corporate Governance

Are Shares Of A Corporation Owned By A Subsidiary Entitled To Vote?

Are shares of a corporation owned by its subsidiary entitled to vote?  The answer depends, in part, on what constitutes a subsidiary.  California Corporations Code Section 703(b) provides a succinct answer: "Shares of a corporation owned by its...

Corporate Governance

Must The Board Approve All Corporate Giving?

When a corporation makes a gift, it is handing out money that belongs to the shareholders.  Therefore, it should come as no surprise that shareholders may sometimes object to corporate largess at their expense.  In this posting from six years ago, I...

Corporate Governance

This Blue Sky Law May Cast A Shadow On Promissory Note Amendments

The California Corporate Securities law requires qualification of three categories of transactions: issuer, recapitalization/reorganization transaction, and nonissuer.  Cal. Corp. Code §§ 25110, 25120 & 25130.  The second category includes "any...

Corporate Securities Law

Neither Member Nor Manager And Yet Still An Agent Be

"Let every eye negotiate for itselfAnd Trust no Agent;"

In a recent ruling, U.S. Magistrate Judge Kimberly C. Priest Johnson addressed the question of who may be an agent of a California limited liability company.  Autoficio, LLC v. Cimble Corp.,...

Limited Liability Company

To File Or Not To File Under Rule 260.103?

California's limited offering exemption (Cal. Corp. Code § 25102(f)) requires an issuer to file a notice of transaction with the Department of Business Oversight with 15 calendar days after the first first sale of the security in California. 10 CCR...

Corporate Securities Law

Secretary Of State Resumes Expedited/Preclearance Services  For Business Filings Today

The closing of a business transaction often depends upon a timely filing with the California Secretary of State's Business Programs Division.  Therefore, I was very pleased to see that the Secretary of State's office today will be resuming 24-hour ...

California Secretary of State

What Authority Exactly Does The Governor Have Under The Emergency Services Act?

California's state government is generally organized into three coequal branches - the legislative, executive and judicial.  The legislature has the power to make laws and the executive has the responsibility to execute those laws.  The legislature...

Something You May Not Think About When Choosing Another State's Law

California courts generally will apply Section 187 of the Restatement Second of Conflicts of Laws when deciding choice of law questions.  Nedlloyd Lines B.V. v. Superior Court, 3 Cal. 4th 459, 465 (1992).  Until now, it hasn't been known whether a...

Choice of Law/Conflict of Law, contract

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ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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