California's Weed Is Nevada's Flower

Anyone who has visited the "vast expanse of nothingness" north of Clark County, Nevada has likely crossed what cowboy singer Richard Elloyan calls the "Artemisian seas". The reference isn't to bodies of water, but vast expanses of Big Sagebrush,...

What's The DFPI Doing In Federal Court?

Enforcement actions by the California Department of Financial Protection typically involve either administrative proceedings or civil actions in the California state courts. Recently, however, the DFPI announced that it and 26 other state regulators...

A "New Fine Question" For This Proxy Season

In consequence of the enactment of AB 3025 in 2020, the California Secretary of State has added a new question to the Statement of Information (Form SI-550) required to be filed annually by California stock, agricultural cooperative, and registered...

When An Announcement Is A Solicitation

Yesterday's post discussed the Court of Appeal's upholding of a non-solicitation agreement notwithstanding Section 16600 of the California Business & Professions Code.  Blue Mt. Enters. v. Owen, 2022 Cal. App. LEXIS 73. The defendant also argued that...

Court Of Appeal Affirms Enforceability Of Post-Termination Solicitation Ban In Employment Agreement

California is famously hostile to covenants not to compete.   In fact, Section 16600 of the California Business & Professions Code provides "Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful...

Is Your Marriage Governed By The Corporations Code?

The California Corporations Code is a strange place to look for guidance on the rights and obligations of spouses during marriage. However, Section 721(b) of the Family Code provides that the relationship between spouses "is a fiduciary relationship...

Here Is Something A Board Can Do Under Nevada, But Not California, Law

The private corporation laws of both California and Nevada both authorize the formation of committees. Cal. Corp. Code § 311 & NRS 78.125. There are some differences, however. California requires that any committee of the board consist of at least...

What Do Boards Have To Do With Boards?

Section 155 of the California Corporations Code somewhat circularly defines "board" as "the board of directors of the corporation". But why does the General Corporation Law and the corporation laws of other states refer to the group or body of...

Why Stand On Ceremony When You Can Have A Ceremonial Charter?

In 2005, Nevada stopped issuing ceremonial charters to corporations when it introduced its e-SOS processing system. A ceremonial charter is basically a charter printed by the Nevada Secretary of State's office on colored paper that is suitable for...