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The Mystery Of Independent Legal Counsel

Section 317(e) of the California Corporations Code provides that indemnification may be authorized in four different ways.  Today's blog concerns the second.  Under Section 317(e)(2), an "independent legal counsel" may authorize indemnification in a...

California Corporations Code

Want A Bigger Pension? This Study Suggests Adding Female Directors

In 2018, California became the first state to require publicly held corporations with their principal executive offices in the state to have a minimum number of female directors.  Following this groundbreaking, and perhaps unconstitutional, law,...

Corporate Governance

Reinstatement Held To Validate Retroactive Recordation Of Lien

Last Friday, the Sixth District Court of Appeal held that a corporation's recording of a an abstract of judgment while suspended was a procedural matter that was retroactively validated when its corporate powers were restored.  Longview Int'l v....

foreign corporation

The Fiduciary Duties Of A Nevada LLC Manager May Be limited Indeed!

When the Nevada legislature enacted the state's limited-liability company act, it did not prescribe the fiduciary duties, if any, owed by managers.   As I observed:

"Thus, the legislature has left it for the courts to decide what, if any, default...

Nevada limited liability company

If A Proxy Holder Cannot Vote On Any Matter, Is The Proxy Holder Present?

As mentioned in yesterday's post, Nevada recently enacted a bill making several changes to its corporation and limited-liability company laws.  One of these changes was to the quorum requirement for stockholder meetings in NRS 78.320(1)(a):


nevada corporation

Nevada Enacts Forum Selection Statute

Today is the 115th day of the 80th Session of the Nevada legislature, meaning that this session will end in just 5 days on Monday, June 3.  Corporate practitioners, however, will not have to wait until next week for the denouement.  Earlier this...

Nevada Corporations

Terence, This Trust Business Is Stupid Stuff!

The California Revised Uniform Limited Liability Company Act defines "person" to mean, among other things a "trust, a trustee of a trust, including, but not limited to, a trust described under Division 9 (commencing with Section 15000) of the...

The CARULLCA Adds To Confusion About Trusts As Persons

Today's post continues my discussion of the Court of Appeal's holding in Han v. Hallberg, 2019 Cal. App. LEXIS 475 that a trust is a person that may be a partner under the California Uniform Partnership Act.  As I noted yesterday, the Court of...

revised uniform limited liability

Is A Trust Always A Person?

Yesterday's post discussed Justice Grimes' opinion that while a trust must always act through a trustee, a trust is a "person" that may associate in a partnership under the California Uniform Partnership Act of 1994 (Cal. Corp. Code § 26200 et seq....

If A Corporation Can Be A Person, Why Not A Trust?

The California Supreme Court has written that a "trust is a fiduciary relationship with respect to property in which the person holding legal title to the property--the trustee--has an equitable obligation to manage the property for the benefit of...

Uniform Partnership Act

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