Will Ling Chi Kill The Corporate Transparency Act?

Ling Chi was a slow and torturous method of execution practiced in Imperial China.  Better known in English as "death by a thousand cuts", ling chi took a terribly long time to kill the condemned prisoner.

California - Not Independent Now And Most Likely Not Independent Ever

I have seen the line "Independence now, independence forever!" attributed to Daniel Webster but I have been unable to locate the line in any of the texts cited as the source.  I have also seen a longer quotation attributed to John Adams:

Court: Investment Adviser Has No Duty To Warn Non-Clients

According to the Court of Appeal:

Court Rules Compensation Package Offer Is Not A Security

The definition of a "security" Section 25019 was modeled after the definition in Section 2(a)(1) of the Securities Act of 1933, albeit with some notable differences. Both laws broadly define the term and therefore cover a wide variety of economic...

Faeneratores Caveant! The Ides Of March Are Nigh!

For lenders in California, the Ides of March of March is a date worth calendaring. 

Court Applies Internal Affairs Doctrine Even Though Statute Refers Only To Directors

Courts are wont to say that Section 2116 of the California Corporations Code codifies the internal affairs doctrine.  See Villari v. Mozilo, 208 Cal. App. 4th 1470, 1478 n.8 (Cal. Ct. App. 2012)(“Corporations Code section 2116 codifies [the internal...

The Uncertainty Of Officer Appointments In California LLCs

The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers:

What Doesn't The DFPI Regulate?

In the mid 1990s, I had the privilege of serving as Commissioner of Corporations for the State of California. At that time, the DOC was known as a tough securities regulator. However, the times they were a changin'. In 1996, Congress enacted the...

New Leader At The California Department Of Financial Protection & Innovation

Last month, Governor Gavin Newsom appointed Khalil “KC” Mohseni, as Commissioner of the California Department of Financial Protection and Innovation.  Commissioner Mohseni is not an entirely new to the DFPI.  He served as Chief Deputy Director of the...

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