Finders And The Statute Of Frauds

Section 1624 of the California Civil Code specifies a number of agreements that are invalid unless they, or some "note or memorandum thereof", are in writing and signed by the party to be charged or the party's agent. One of the agreements specified...

California Bill Requires AG Approval Without Regard To Geographic Or Constitutional Limits

According to Vergil, Jupiter granted imperium sine fine (rule without limit) to the yet to be birthed City of Rome .  Aeneid, Book 1, line 279. As far as I know, no divinity has made a similar bequest upon the State of California. Nonetheless, a bill...

A Preference For Minority Rule?

Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section 152) for any corporate...

California Bill Would Require Prior Attorney General Approval Of These "Material" M&A Agreements

The California legislature is currently considering a bill, AB 2080 (Wood) that would, among other things, require notice to, and the written consent of, the Attorney General before entering into an agreement or transaction either:

For A Limited Time Only - California Is Giving Away Corporations, LLCs And More!

 As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees. This waiver will last until June 30, 2023, the end of the...

A Vice Chancellor Strives To Untangle California's Limited Partnership Dissolution Statutes

The California Corporations Code governs the birth and death of a wide variety of entities, including corporations, limited partnerships, and limited liability companies. The provisions relating to each of these types of entities are generally the...

Registered In-House Counsel Is Not An Option For The Government

Last month, Governor Gavin Newsom announced the appointment of a general counsel for the Department of Financial Protection & Innovation.  The appointee, a graduate of Georgetown University Law Center, had previously served as a Senior Attorney for...

Nevada Supreme Court Holds Initiative To Be Unus Et Idem

A dozen years ago, I wrote about California's single subject rule governing legislation - "A statute shall embrace but one subject, which shall be expressed in its title". Cal. Const. Art. IV, § 9. A similar rule applies to initiatives - "An...

The Family Farm Inspires Nostalgia But Is Not Easily Defined

An idealized vision of the family farm holds a special place in the psyche of the American people. But what exactly constitutes a "family farm"? That is one of the definitional challenges that the Department of Financial Protection and Innovation...