What Makes An Officer An Officer?

The word officer is used widely in the law.  For example, there are judicial officers, peace officers, and constitutional officers.  Even lawyers are often described as "officers of the court".  See, e.g., Hickmanv.Taylor, 329 U.S. 495, 510 (1947) ("...

Bill Would Prohibit Charging Certain Commercial Loan Fees To Small Businesses

California Senator Dave Min has authored an unfortunately numbered bill, SB 666, that would prohibit a "covered entity"  from charging the following fees to a small business in connection with a commercial financing transaction: 

California May Soon Require Institutional Investors, Securities And Real Estate Brokers, And Others To Report Diversity Status Of Startup Founding Teams

State Senator Nancy Skinner recently rewrote SB 54 to require "institutional investors" to submit annually to the Department of Financial Protection & Innovation reports disclosing the following:

Will Corporate DEI Efforts Engender Caremark Claims?

In a posting on the Business Law Prof Blog, Professor Stefan J. Padfield recently highlighted a complaint filed by America First Legal Foundation with the U.S. Equal Employment Opportunity Commission. The complaint alleges that McDonald's...

The Jurisdictional Hole At The Center Of California's Proposed Decentralized Nonprofit Association Law

Yesterday's post focused on a California bill, AB 1229 (Haney), that would create a new Decentralized Nonprofit Association Law. Today's post drills down on what I see as fundamental flaw in the bill. In addition to defining a "Decentralized...

California Bill Would Create Decentralized Nonprofit Association Law

As discussed in this recent post, Judge Larry Alan Burns recently ruled that the plaintiffs in class action had adequately pled that a distributed autonomous organization (DAO) was a partnership under California law.  Sarcuni v. bZX DAO, 2023 WL...

California's Commercial Loan Disclosure Requirements May Be Unconstitutional And/Or Preempted

I have devoted several posts to a California commercial loan disclosure law that was enacted in 2018 - SB 1235 (Glazer). Although the bill became effective on January 1, 2019, lenders were not obligated to comply until the Department of Financial...

Is Falsifying A Business Record A Crime In California?

As has been widely reported today, a New York Grand Jury has indicted former President Donald J. Trump on multiple counts of "falsifying business records" in violation of New York Penal Law Section 175.10. That statute defines falsifying business...

Court Finds FAC Adequately Pled DAO Was A Partnership Under California Law

A Decentralized Autonomous Organization, or DAO, is a governance structure popular with devotees of cryptocurrencies and blockchain technologies.  It is decentralized because holders of tokens, rather than a board of managers, make decisions. See ...