What's The Deal With New SEC Rule 3a5-4 And California?

Section 3(a)(5) of the Securities Exchange Act of 1934 defines the term “dealer” to mean “any person engaged in the business of buying and selling securities . . . for such person’s own account through a broker or otherwise,” but excludes “a person...

Bank Runs And Social Media

In this post from 14 years ago, I speculated as to whether California Financial Code Section 1327 was constitutional.  Two years later, the California Court of Appeal declared the statute unconstitutional.  Summit Bank v. Rogers, 206 Cal. App. 4th...

DFPI Issues 2023 CCFPL Report

Last week the California Department of Financial Protection & Innovation issued a report of its activities under the California Consumer Financial Protection Law.   The California legislature enacted the CCFPL in 2020 for the ostensible purpose "to...

In Nevada, LLC Membership May Survive The Grave

The California Revised Uniform Limited Liability Company Act (RULLCA) provides that when a member who is an individual dies, the member dissociates from the limited liability company. Cal. Corp. Code § 17706.02(f). Dissociation results in the...

Nevada Supreme Court Clarifies Alter Ego Liability Of LLC Members

Laura Graham was injured when she tripped over a sprinkler box located on property owned by a single member limited liability company.  She sued the LLC and asserted that its member was the alter ego of the LLC and the case was appealed to the Nevada...

Judge Finds Demand Futility Is A "Live" Issue
A recent ruling by U.S. District Court Judge Anthony J. Battaglia addresses whether demand futility is an affirmative defense that must be asserted in an answer or raised in a motion to dismiss.  In re Franklin Wireless, 2024 WL 1163178 (March 18,...
Not Every California Corporation Is Governed By The California General Corporation Law

The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law. In fact, the Corporations Code includes separate law...

What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?

In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies:

Does Delaware Discriminate Against The Deaf And Hearing Impaired?

I recently addressed the question of whether the exchange of emails might constitute a corporate board meeting.  Recently, Professor Stephen Bainbridge pointed out that he discussed this question more than two decades ago.    He writes (and wrote): "To...

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