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Franchise Tax Board Is Now Able To Dissolve/Cancel Zombie Corporations And LLCs

As are result of legislation enacted last year, California corporations and limited liability companies may now apply to the Franchise Tax Board for administrative dissolution/cancellation.  2017 Cal. Stats. ch. 679 (AB 2503).  The FTB, moreover,...

franchise tax board

Sugar-Sweetened Beverages, Conflict Minerals And The First Amendment

In an en banc decision issued yesterday, the Ninth Circuit Court of Appeals reversed U.S. District Court Judge Edward M. Chen's denial of a preliminary injunction in an action challenging a San Francisco ordinance requires health warnings on...

Securities and Exchange Commission

Court Holds Subsidiary's Agreement To Arbitrate Binds Parent

As a general matter, a parent company will not be liable on a contract signed by its subsidiary simply because it is a wholly-owned subsidiary.  Sometimes, however, it is possible to establish some other basis for binding a parent to its...

Corporate Governance

"Doing Business" Versus "Conducting Business" In Nevada

Doing Business - Chapter 80

Before commencing or doing any business in Nevada, NRS 80.010 requires a foreign corporation to file with the Nevada Secretary of State:

  • Qualification to do Business in Nevada form.
  • A file stamped copy of the document...

nevada corporation

Time To Update Language Found In Most California Settlement Agreements

When settling claims, California lawyers will typically include a waiver of Civil Code Section 1542.  That statute generally provides that a general release does not extend to claims not known or suspected to exist at the time of executing the...

California Sui Generis

Academic Study Finds Fault With Older Independent Directors

Old and In the Way?

A recent study by four professors finds quite a few faults with older directors:

"Specifically, older independent directors are more likely to miss board meetings and less likely to be a member or chair of important board...

Corporate Governance

Nevada Secretary Of State Unveils Proposed Broker-Dealer Fiduciary Rules

NRS 628A.020 imposes a fiduciary duty on financial planners.  In 2017, the Nevada legislature enacted legislation prohibiting broker-dealers and sales representatives from violating the fiduciary duty imposed by NRS 628A.020.  NRS 90.575(1).  This...

Nevada secretary of state

Court Allows Whistleblower Case To Proceed Even Without Access To Tax Returns

Several prior posts have discussed California's whistleblower protection statute - Labor Code Section 1102.5.  See Court Extends California Whistleblower Protection To Third Party ViolationsCan A Whistleblower Disclose What Has Already Been...

Whistleblowers

SEC Enforcement Action Demonstrates That Timing Is Everything

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933.  If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering within the meaning of...

federal securities law

Does Voluntary Disclosure Reduce Or Increase Litigation Risk?

When disclosure is not mandated, companies must confront the question whether to disclose or not disclose.  Some may hold that issuers minimize the risk of securities litigation by making early and voluntary disclosures.  By doing so, they cabin a...

securities fraud

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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