On December 12, 2023, the Harvard Corporation unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. ...more
On January 4, 2024, the California legislature will reconvene for the second year of its current biennium. Joint Rule 51(a)(4). January opens the new year with some important legislative deadlines....more
It is that time of year when both the professional and general press feature stories about new laws that will be taking effect. As I survey the California legislature's handiwork in 2023, I have identified the following...more
Readers may recall that I have penned several posts on the subject whether coal is a mineral for purposes of the Securities and Exchange Commission's resource extraction disclosure rules...more
Eleven years ago, I foretold potential issues arising from California's repeal of the Beverly-Killea Limited Liability Company Act in favor the California Revised Uniform Limited Liability Company Act. Since that gloomy...more
Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more
Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement. Sunder Energy, LLC v. Jackson, 2023 WL 8166517. The case was brought in the...more
Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery. Sunder Energy, LLC v. Jackson, 2023 WL 8166517. Vice Chancellor J. Travis Laster...more
In October, I reported on the Governor's signing of AB 39 which creates the Digital Financial Assets Law. On or after July 1, 2025, the DFAL will prohibit a person from engaging in digital financial asset business activity...more
When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease. Cal. Corp. Code § 17707.08(b)(2)(C). This seemingly would preclude any further activity by the LLC,...more
The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it. Cal. Corp. Code § 2010(a). This, of...more
The California General Corporation Law providers that the corporate existence begins upon filing of the articles. Cal. Corp. Code § 200(c). However, some California corporations have been birthed without the filing of...more
In June of 2022, I reported on the adoption of commercial financial disclosure rules by the California Department of Financial Protection & Innovation. These rules were adopted pursuant legislation, SB 1235, that was enacted...more
As a former teacher of Administrative Law, I am interested in a recent request to the California Attorney General for an opinion whether the California Office of Tax Appeals has the authority to declare regulations adopted...more
In November 2018, the citizens of Mission Viejo elected three persons to the City Council for two-year terms of office, rather than four years as prescribed by California Government Code section 57377. This was done pursuant...more
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,...more
Nevada, like California, has enacted an anti-SLAPP law that is intended to protect citizens' First Amendment rights to petition the government for redress of grievances and to free speech by limiting the chilling effect of...more
The California General Corporation Law permits shareholders to take action by written consent, unless otherwise provided in the articles of incorporation. Cal. Corp. Code § 603(a). When shareholder action is taken by...more
In California, extortion is a crime. Section 518 of the Penal Code defines "extortion" as "the obtaining of property or other consideration from another, with his or her consent, or the obtaining of an official act of a...more
In 1995, Panrox International (USA), Inc. recorded a deed of trust on a home in Los Angeles to secure an indebtedness of $141,000. On January 2, 2001, the State of California suspended Panrox for failure to pay taxes. ...more
Until President Abraham Lincoln proclaimed a national day of thanksgiving during the Civil War, thanksgiving holidays were a matter of state and local concern. California mentions Thanksgiving Day in 18 separate statutes,...more
Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more
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...more
Disputes over whether arbitration may be compelled generally fall into four categories. First, a signatory to an arbitration agreement may seek to compel another signatory to arbitrate. Second, a signatory may seek to...more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more