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California Supreme Court Declines To Rehear Documentary Transfer Tax Appeal

In June, I wrote about the California Supreme Court's disappointing decision in 926 N. Ardmore Ave. v. County of L.A., 2017 Cal. LEXIS 4768 (Cal. 2017).  See California Supreme Court Affirms Novel M&A Tax. Readers may recall that the Supreme Court...

Mergers & Acquisitions, Proposition 13, 926 North Ardmore, California Sui Generis, California Supreme Court, documentary transfer tax

Transfer To Non-Existent Corporation Held To Be A Transfer Nonetheless

Sometimes, the law is just weird.  The case of PGA West Residential Ass'n, Inc. v. Hulven Int'l, Inc., Cal. Ct. App. Case No. E064270 (Aug. 9, 2017) is weirder than most.  The lawsuit alleged that the defendant had tried to insulate the equity in...

Section 3439.09, statute of limiations, statute of repose, bogus, California Sui Generis, deed of trust, fraudulent, sham corporation, transfer, ufta

When "The Check Is In The Mail" Extinguishes A Debtor's Obligation

Most creditors likely assume that they have not been paid unless and until they receive checks from their debtors.  In many cases that assumption may be correct, but in some cases it won't be.  Section 1476 of the California Civil Code provides:

If...

money order, performance, California Sui Generis, Civil Code Section 1476, landlord, Section 3310, Sleep EZ v. Mateo, tenant, UCC, Uniform Commercial Code

Can Usury Ever Be Waived?

California courts have defined "usury" as "the exacting, taking or receiving of a greater rate than is allowed by law, for the use or loan of money." Ross v. Wheeler 140 Cal. App. 217, 222 (1934).  The California Constitution sets the maximum rate...

forbearance, Hardwick v. Wilcox, loan, usury, California Sui Generis, Ignazio Ruvolo, interest, public policy, usurious, waiver

California And Liquidated Damage Clauses

California Civil Code Section 1671(b) provides that "a provision in a contract liquidating the damages for the breach of the contract is valid unless the party seeking to invalidate the provision establishes that the provision was unreasonable under...

Section 1671, California Sui Generis, de novo, Judge, krechuniak v. Noorzoy, liquidated damages, penalty, substantial evidence

Court of Appeal Defines Good Faith Defense Under The UFTA

In 2015, the California legislature refurbished the Uniform Fraudulent Transfer Act and rechristened it as the Uniform Voidable Transactions Act.  2015 Cal. Stats. Ch. 44 (SB 161 (Vidak)).  The UFTA has not left the stage entirely as courts continue...

Uniform Voidable Transactions Act, California Sui Generis, nautilus v. yang, Richard d. fybel, ufta, Uniform Fraudulent Transfer Act, uvta

Best Efforts - A California Perspective

UCLA Law School Professor Stephen Bainbridge posted some thoughts yesterday on the meaning of contractual "best efforts" requirements.  See What do "best efforts" and variants mean? A proposed set of definitions.  The springboard for Professor...

good faith, Professor Stephen Bainbridge, reasonable, 206 Cal. App. 4th 384, best efforts, California Pines Property Owners Association v. Pe, California Sui Generis, fiduciary duty, William Cos. v. Energy

Can It Be That California, "The Biggest Loser" Is Also Number One?

In February, I published a post entitled Is California "The Biggest Loser".  My reference was to Professor Lynn LoPucki's finding that "California, home to 1,210 [public] companies but state of incorporation for only 112, is the biggest loser"....

SEC white paper, Anzhela Knyazeva, California, California Sui Generis, crowdfunding, Vladimir Ivanov

Why Some Delaware Corporations May Be Concerned With California's Supermajority Vote Requirements

Section 710(b) of the California Corporations Code defines a "supermajority vote" as a requirement set forth in a corporation's articles of incorporation (or certificate of determination) that specified actions be approved by a larger proportion of...

Supermajority vote, Corporate Governance, 66 2/3 vote, California Sui Generis, Section 710, venture capital

Can The Legislature Hire Its Own Lawyer?

In early January, California Senate President pro Tempore Kevin de León and Assembly Speaker Anthony Rendon jointly announced that the California Legislature had hired outside legal counsel to advise on potential legal challenges with the incoming...

private contracting, Section 1, 9 Cal. 2d 126, Administrative Procedure, anthony rendon, Article VII, Attorney General, California Sui Generis, civil service, contracting out, donald trump, kevin de leon, kevin kiley, office of legislative counsel, State Compensation Insurance Fund v. Riley

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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