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Memo To The Legislature: The Beverly-Killea Act Hasn't Been Law Since 2014

California's first limited liability company act was known as the Beverly-Killea Limited Liability Company Act, former Corporations Code Section 17000 et seq.  In 2012, the legislature replaced it with the ill conceived California Revised Uniform...

Limited Liability Company

An Entity Named "Sue"?

Recently, I proposed that it may be a Sisyphean job to get courts to recognize that a limited liability company is not a limited liability corporation much less a corporation.  Judicial confusion over nomenclature has been a favorite topic of...

Face It, Court Rules Plaintiff Must Be An Actual Seller To Maintain Securities Fraud Action

A recent ruling by U.S. District Court Judge Cynthia Bashant reminds us that when it comes to securities fraud claims, a plaintiff is generally required to have either bought or sold a security.  Melcher v. Fried, 2018 U.S. Dist. LEXIS 89353. 

The...

Corporate Securities Law

Courts Order Divorces, What About Dissociations?

California's Revised Uniform Limited Liability Company Act provides that a limited liability company member may dissociate either "rightfully or wrongfully".  Cal. Corp. Code § 17706.01(a).  A dissociation is wrongful when, among other...

Limited Liability Company

I Beg Your Pardon, Martha Stewart

Last week, President Donald Trump intimated that he may pardon Martha Stewart who was famously convicted and served time in prison for obstruction of justice.  Ms. Stewart's notorious conviction arose out of an insider trading investigation of her...

securities fraud

Is It Time To Change The Name of LLCs?

Professor Joshua Fershee has been fighting the good fight on limited liability company nomenclature, but I fear that he is losing.  For example, the following appeared in a recent U.S. Magistrate's ruling denying a plaintiff's application to serve a...

Limited Liability Company

Court Of Appeal Dismisses Case Based Certificate Of Incorporation's Forum Selection Clause

NantKwest, Inc. describes itself as "a pioneering clinical-stage immunotherapy biotechnology company headquartered in San Diego, California with certain operations in Culver City and El Segundo, California and Woburn, Massachusetts".  It also...

Choice of Law/Conflict of Law

Will North Korea Be Able To Sell Bonds In California Without Qualification?

The offer and sale of securities in California must be qualified unless the securities or transaction is exempt.  Corporations Code Section 25100(b) exempts any security "issued or guaranteed . . .  by any other foreign government with which the...

More On Post Cards As Securities

Recently, I wrote about how the famed polar explorer Roald Amundsen raised money by selling post cards and stamps.  This raised the question of whether the cards and stamps might be considered a security under the Supreme Court's definition of...

Corporate Securities Law

Do Mandatory Retirement Age Requirements For Directors Violate California Law?

While the Securities and Exchange Commission requires disclosure of the ages of directors (Item 401(a), Regulation S-K), it does not impose any age limitations on directors.  Nonetheless, many public companies have adopted mandatory retirement age...

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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