The Legislature Will Soon Be Back In Town And Facing Imminent Deadlines

On January 4, 2024, the California legislature will reconvene for the second year of its current biennium.  Joint Rule 51(a)(4).  January opens the new year with some important legislative deadlines.

Was 2023 An Annus Horribilis For California Legislative Drafting?

It is that time of year when both the professional and general press feature stories about new laws that will be taking effect.  As I survey the California legislature's handiwork in 2023, I have identified the following themes:

Through These Many Years, I Continue To Perseverate On Whether Coal Is A Mineral

Readers may recall that I have penned several posts on the subject whether coal is a mineral for purposes of the Securities and Exchange Commission's resource extraction disclosure rules:

Court Of Appeal Discusses But Declines To Decide Whether RULLCA Or The Beverly-Killea Act Applies

Eleven years ago, I foretold potential issues arising from California's repeal of the Beverly-Killea Limited Liability Company Act in favor the California Revised Uniform Limited Liability Company Act. Since that gloomy vaticination, practitioners...

If Harvard Is A Corporation, Does Its Board Owe Fiduciary Duties?

Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard Corporation recently...

Sundering Noncompetes From The Internal Affairs Doctrine

Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement.  Sunder Energy, LLC v. Jackson,2023 WL 8166517. The case was brought in the Delaware Court of Chancery...

Will Your Next California Non-Compete Dispute Be Adjudicated In The Delaware Court Of Chancery?

Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery.  Sunder Energy, LLC v. Jackson, 2023 WL 8166517. Vice Chancellor J. Travis Laster denied Sunders' application...

DFPI Invites Comments On DFAL Rulemaking

In October, I reported on the Governor's signing of AB 39 which creates the Digital Financial Assets Law.   On or after July 1, 2025, the DFAL will prohibit a person from engaging in digital financial asset business activity without a license from...

May A Cancelled Limited Liability Company Convey Property?

When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease. Cal. Corp. Code § 17707.08(b)(2)(C). This seemingly would preclude any further activity by the LLC, including any further...

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