Nonprofit Corporations Need Not File One Of These . . .

Section 17910 of the California Business & Professions Code requires every person who regularly transacts business in California for profit under a fictitious business name to file a fictitious business name statement. Failure to do so, will...

California Regulator Seeks Comments On Crypto Asset Related Financial Products

In accordance with Governor Gavin Newsom's executive order, California's Department of Financial Protection & Innovation is soliciting coments concerning crypto asset related financial products.  The DFPI's invitation for comments seeks input  on...

California Court Declares A Bumblebee To Be A Fish

Nearly seven years ago, I commented on a California statute defining "fish" to mean "a wild fish, mollusk, crustacean, invertebrate, amphibian, or part, spawn, or ovum of any of those animals". Cal. Fish & Game Code § 45. While I don't consider a...

Don't Go Out On A Limb And Seek Enforcement Of These Voting Agreements

California has multiple types of nonprofit corporations. The "Big Three" are the public benefit corporation, mutual benefit corporation and religious corporation. The statutes applicable to these three entities are similar in most respects but there...

Wyoming vs. Delaware

In 1869, Wyoming became the first state to extend voting rights to women. In 1977, Wyoming became the first state to enact a law allowing for the formation of a business entity known as a "limited liability company". Now, one academic is predicting...

Can A Corporation Pledge Its Own Shares?

A "pledge" is a bailment for security.   It is effected by delivery of possession of the pledged property, although title remains in the pledgor.  Hartford v. State Bar,  50 Cal. 3d 1139, 791 P.2d 598, 270 Cal. Rptr. 12 (1990). California Corporations...

Whose Law Applies To LLC Alter Ego Claims?

In a recent ruling, U.S. District Court Judge Dale A. Drozd applied California law to the determination of which law to apply to an alter ego claim:

Looking For Cryptocurrency In All The Wrong Places . . .

"But love is blind and lovers cannot see the pretty follies that themselves commit"

Bill Would Require Passively-Managed Funds To Vote Proxies As Instructed By Investors

Last week, U.S Senator Dan Sullivan introduced a bill to require passively managed funds to vote proxies as instructed by their investors. I have not seen a copy of the bill yet, but according to the Senator's press release, the bill provides for...