California Corporate & Securities Law

AThe Financial Industry Regulatory Authority, aka FINRA, is a non-profit Delaware corporation. It was formed in 2007 by the combination of the National Association of Securities Dealers, Inc. and the regulatory arm of the New York Stock Exchange,...

Effective August 1, 2022, Delaware amended Section 102(b)(7) of its General Corporation Law to allow a Delaware corporation to include in its certificate of incorporation a provision exculpating certain of its officers. Notably and unlike the...

The California Financing Law prohibits any person from engaging in the business of a "finance lender" without a license from the Department of Financial Protection & Innovation.  Cal. Fin. Code § 22100(a).  The CFL provides that a "'finance lender' ...

I a short order of affirmance issued last week, the Nevada Supreme Court affirmed a basic requirement of derivative litigation. J. McDonald Co. v. Tropical & Losee, LLC, 2022 WL 6833521 (Nev. Oct. 11, 2022).  The case involved an attempt by J....

The definition of a "real estate broker" under the California Real Estate Law encompasses much more than simply selling real estate.   For example, Business & Professions Code Section 10131.3 defines a real estate broker as "a person who, for another...

The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father). About 200 years later at the Third Council of Toledo, the Western Christian Church,...

Earlier this week, I wrote about a recent article by Professor Douglas K. Moll that argues that treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes, including the Revised Uniform Partnership Act. Among...

This week, the U.S. Supreme Court heard oral arguments in National Pork Producers Council v. Ross (Docket No. 21-468). The case involves a challenge to 2018 proposition that, among other things, forbids the sale of "any uncooked cut of pork" in...

Professor Douglas K. Moll at the University of Houston recently published an interesting article in The Journal of Corporation Law that tackles the question of whether parties may contract out of a general partnership relationship. He concludes...