California Corporate & Securities Law

Professor Douglas K. Moll at the University of Houston recently published an interesting article in The Journal of Corporation Law that tackles the question of whether parties may contract out of a general partnership relationship.  He concludes...

A corporation and a partnership enter into a contract.  Alleging that the partnership is in breach, the corporation sues the partnership and its two general partners.  Neither of the partners is a party to the contract.  However, California's...

Three men got together to buy and operate a restaurant.  They formed a corporation, issued shares and made a "Subchapter S" election.  Later, disagreements arose and one of the three sued the other two.  Each side struggled to explain what...

In preceding posts, I commented on the multifarious definitions of "person" in the Securities Act of 1933, the Exchange Act of 1934 and various laws within the California Corporations Code.  As noted, the Corporations Code's definition of "person"...

Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute.  Chief Judge Lawrence J. O'Neill, however, chose to begin a recent...

Charles II, aka the "Merry Monarch", was sitting on the English throne when the original Statute of Frauds was enacted in 1677.  Therefore, one should be forgiven for the mistaken presumption that all questions involving the application of the...