Incorporation May Require A Bulk Sale Notice

California's Bulk Sales Law dates to 1990 when the legislature adopted a new Division 6 to the Commercial Code.  Cal. Stats. 1990, ch. 1191.  The current law is a farrago of prior law and the then uniform act recommended by the National Conference...

Why Ask For An Opinion That A Contract Has Been Delivered?

California Civil Code Section 1550 provides that only four elements are "essential" to the existence of a contract:

Do You Indorse Or Endorse A Document?

When you indorse a check or stock certificate, you typically sign it on the back.  That makes etymological sense because "indorse" is derived from the Latin preposition in, meaning on, and dorsum, meaning back. 

Don't Sleep On Your Lost, Destroyed Or Stolen Stock Certificate, Darlin'
Why Your Stock Certificate Is Not A Security

Securities lawyers typically concern themselves with the federal securities laws (principally, the Securities Act of 1933, the Securities Exchange Act of 1934, and the two '40 Acts) and state "blue sky" laws (e.g., the California, the Corporate...

Chametz And The California UCC

Nissan Is Both A Car Maker And A Month

California Declares LLC Interests To Be And Not To Be Securities

Unlike the Securities Act of 1933, California's Corporate Securities Law of 1968 includes interests in limited liability companies in the list of securities:

This California Securities Law Allows California Issuers To Choose The Law Of Another Jurisdiction

One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law.  These California issuers, however, are free to choose to have the...

Judge Finds That Transfer Agent's Failure To Remove Restrictive Legend May Be Actionable

Transfer agents can find themselves in a difficult position when it comes to removing restrictive legends on stock certificates.  On the one hand, the Securities and Exchange Commission may take enforcement action against transfer agents who...

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