California Corporate & Securities Law

Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements. Because the statute refers to sellers, it seems unlikely that investors themselves...

 According to the Securities and Exchange Commission, a DAO is a "term used to describe a 'virtual' organization embodied in computer code and executed on a distributed ledger or blockchain".  SeeReport of Investigation Pursuant to Section 21(a) of...

In a recent unpublished opinion*, the Court of Appeal considered the question of partnership termination under the California Revised Uniform Partnership Act. Wickline v. Schweder, 2023 WL 6155353 (Cal. Ct. App. Sept. 21, 2023). The case involved an...

Last May, Andy Greene wrote an article for RollingStone magazine about the "the biggest, messiest band breakups in music history".  In the introducing his list of the 50 worst breakups, Mr. Greene observed:

It does not take much to create a partnership under California's Uniform Partnership Act of 1994, which defines a partnership as "the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or...

As discussed in this recent post, Judge Larry Alan Burns recently ruled that the plaintiffs in class action had adequately pled that a distributed autonomous organization (DAO) was a partnership under California law.  Sarcuni v. bZX DAO, 2023 WL...

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 ...

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 Uniform...