SEC Doesn't Define It, But Insists That Every Issuer Have One

This spring, John Jenkins reported that the Securities and Exchange Commission staff now declines to declare effective a registration statement if the issuer does not provide a physical address on the cover page of its registration statement in...

Documents Filed With The Secretary Of State Do Not Qualify For Anti-SLAPP Protection

An individual formed a nonprofit public benefit corporation, Xi'an Jiaotung University Alumni Association of Norther California by filing articles of incorporation with the California Secretary of State.  Thereafter, he filed statement of information...

Nevada Supreme Court Affirms Choice Of New York Over Delaware

Five years ago, I noted that the Nevada Supreme Court had adopted New York's more deferential approach for assessing special litigation qualifications in Auerbach v. Bennett,393 N.E.2d 994 (N.Y. 1979) over that of the Delaware Supreme Court in ...

Should Contracts Abjure Any Unstated Motivating Purposes?

The City of Oakland was not happy with the decision of the Oakland Raiders football team to move to Las Vegas, Nevada and it was filed a lawsuit alleging that it was a third party beneficiary of the league's relocation policies. In an opinion...

DFPI's Plethora Of Spoils

In January, 1832, William Learned Marcy rose in the United States Senate to defend Secretary of State Martin Van Buren from criticism by Henry Clay. Clay's attack on Van Buren is not remembered, but the words of Senator Marcy's defense are still...

DFPI Reports $214.2 Billion In Commercial Loan Originations In 2021

The California Department of Financial Protection & Innovation recently issued is 2021 Annual Report of Operation of Finance Lenders, Brokers, and PACE Administrators Licensed Under the California Financing Law. The DFPI reports a nearly 12%...

Knowledge Of Restrictions Dooms Stock Transfers

"I see nothing! I hear nothing! I know nothing!"

What Is A Church? The CFL Tells How To Tell

The word "church" has an interesting ancestry.  It most likely began as a Germanic word that entered the Greek language and then moved on to English.  The Greek word, κυριακός, means for or of an owner, master or lord (κύριος means master or lord, as...

DFPI Empowered To Stop Actions That Are Not Ongoing

"Eppure non si muove"