Whom Do You Serve?

Due process requires proper notice.  Without notice, all may be for naught.  James Joyce's alter ego, Leopold Bloom, took note of this fact in the Cyclops chapter of Ulysses:

Reinstatement Held To Validate Retroactive Recordation Of Lien

Last Friday, the Sixth District Court of Appeal held that a corporation's recording of a an abstract of judgment while suspended was a procedural matter that was retroactively validated when its corporate powers were restored.  Longview Int'l v....

Court Rules Registration To Transact Intrastate Business Does Not Establish General Jurisdiction

A foreign corporation registering with the California Secretary of State to transact intrastate business must, among other things, designate an agent for service of process in California. Does this amenability to service confer personal...

Legislature Passes Bill Requiring In State Inspection of Corporate Records

Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .".  The statute is silent on where the inspection must occur. In Innes v. Diablo Controls, Inc., 248 Cal. App....

Court Of Appeal Upholds Dismissal Of Purely Foreign Dispute

Seven years ago, I wrote about California's "million dollar contract" statute - CCP § 410.40. That statute permits any person to maintain an action against a foreign corporation or nonresident person when the action arises out of, or relates to, any...

Where Is A Holding Company's Principal Place Of Business?

Businesses often prefer to have their cases tried in federal court, but the U.S. District Courts are courts of limited jurisdiction. When there is no federal question at issue, the Court's jurisdiction may depend on whether there is diversity...

What Every Delaware Unicorn Needs To Know About The California General Corporation Law

Recently, I came across a list of unicorns. These are private companies with valuations of $1 billion or more. I can't vouch for the accuracy of the list, but I did recognize many of the names. Many of the companies on the list shared two...

This Foreign Corporation's Status May Be Forfeited, But The Resident Agent Remains

A recent ruling by U.S. District Court Judge Otis D. Wright II illustrates how it may be easier to enter California than to leave it.  Real v. St. Jude Med., Inc., 2017 U.S. Dist. LEXIS 47081 (C.D. Cal. Mar. 29, 2017)

What, Pray Tell, Is A "Foreign Corporation"?

Earlier this week, I wrote about Wellisch v. Pa. Higher Educ. Assistance Agency, 2017 U.S. Dist. LEXIS 40831 (N.D. Cal. Mar. 21, 2017). The issue was whether the defendant, Pennsylvania Higher Education Assistance Agency, was required to register as...

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