California Corporate & Securities Law

The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp. Code § 17701.02(v)) on...

Section 17701.10 of  California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes:

California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date. I very seldom encounter such a provision in my practice. What happens...

The word "emoji" is the romanization of two Japanese words (絵 and 文字) that together mean picture character.   Emojis essentially marry an ancient form of writing, pictography, to a modern technology, smart phones.  

What if artificial intelligence takes control, could it begin to populate the world with corporations that it has begotten? To answer this question, one must define "artificial intelligence". Although several current California statutes refer to...

I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following:

The California General Corporation Law entitles directors in performing their duties to rely upon information, opinions, reports or statements of others. Cal. Corp. Code § 309(b). Does the statute protect a director who relies upon a statement or...

Artificial intelligence (AI) has attracted a great deal of attention of late.  Last week, for example, CNN headlined a recent story "Elon Musk warns AI could cause ‘civilization destruction’ even as he invests in it". If AI can write a credible term...

The last several posts have been examining the definition, or lack thereof, of the term "officer".   The term is widely used, but is not necessarily defined by in corporation laws.  As noted in the first of these posts, Section 312 of the California...