Did The Ninth Circuit Find That Intent Matters In Determining Whether A Partnership Had Been Formed?

Earlier this week, I wrote about a recent article by Professor Douglas K. Moll that argues that treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes, including the Revised Uniform Partnership Act. ...

Knowledge Of Restrictions Dooms Stock Transfers

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

How A Corporation Can Become Religious Without Converting

Although I have yet to encounter the situation, California provides a mechanism for a corporation formed under the General Corporation Law to become a nonprofit religious corporation.  Since religion is involved, it may come as a surprise that no...

A Key Difference Between Corporate And LLC Buyout Rights That You May Have Missed

Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under certain circumstances.  While...

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...

This California Statute Deems Directors To Be Omniscient

California Corporations Code Section 22003 effectively deems directors to be all-knowing:

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...

Bill Would Bid Adieu To Samuel Morse

"You see, wire telegraph is a kind of a very, very long cat.  You pull his tail in New York and his head is meowing in Los Angeles."1

Bill Would Allow Acceptance Of Virtual Currency

Nearly nine years ago, I observed that Section 107 of the California Corporations Code forbids a corporation, social purpose corporation, association, or individual from either issuing or putting in circulation "as money, anything but the lawful...

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