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...

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...

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:

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...

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...

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...

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...

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"....

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...

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