Court Finds Presentation To Regulators Was An Official Proceeding And Why That Is Important

California's Anti-SLAPP statute is intended to cut short lawsuits "brought primarily to chill the valid exercise of the constitutional rights of freedom of speech and petition . . .". Cal. Code Civ. Proc § 425.16(a) Application of the statute...

Judge Rules That "Repaying Matured Debt Is Not A Breach" - So Why Is This Case Interesting?

Typically, one would expect a lender to argue that a borrower was in breach for failing to repay a note on or after its maturity date. However, a friend recently alerted me to a case in which the lender argued that the borrower was prohibited from...

Is The General Counsel Ipso Facto A Corporate Officer?

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation to have "(1) a chairperson...

What Happens When An LLC Member Dies?

To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when that person dies. Cal....

Segway Segues Over Choice Of Law Question Inherent In Officer Caremark Claims

Last year, Vice Chancellor J. Travis Laster's  ruled that McDonald's Corporation's former Executive Vice President and Global ChiefPeople Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by Chancellor Allen in In...

Why It Is Impossible To File Articles Of Incorporation And A Statement Of Information Simultaneously And A World Without Chevron

A California corporation begins existence upon the filing of its articles of incorporation. Cal. Corp. Code § 200(c). The filing of initial articles of incorporation starts a 90 day clock on the filing of the newly hatched corporation's initial...

This Corporation Was Harmed Even Before It Was Incorporated!
The Church of the Celestial Heart is a California nonprofit religious corporation seeks to import and use a sacramental tea. It so happens that this tea, which is also called Daime or ayahuasca, carries trace amounts of a Schedule I chemical. After...
The State Of California Is Too Broke To Implement Costly Climate Legislation

In previous posts, I have written about SB 253 and SB 261.   The former requires "reporting entities" (as defined) to disclose Scope 1, 2 & 3 greenhouse gas emissions. The latter imposes climate-related financial risk reporting. Both are likely to...

Is An Option Exercise Non Bis In Idem?

Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017 adopts a unified view of...

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