California Corporate & Securities Law

A Decentralized Autonomous Organization, or DAO, is a governance structure popular with devotees of cryptocurrencies and blockchain technologies.  It is decentralized because holders of tokens, rather than a board of managers, make decisions. See ...

NRS 107.028 lists a number of different categories of persons who may serve as trustee under a deed of trust.  One category is domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to...

Several years ago, I wrote about the various meanings of "person" in the California Corporations Code. All of the definitions mentioned in that post included corporations within the list of persons. If a corporation is a person, is it also an...

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. Among...

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

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...

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...

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