It is widely assumed that if a contract, note or other instrument is signed by a corporation’s president and its secretary, it will not be invalidated as to the corporation by any lack of authority of the signing officers. After all, Section 313 of the California Corporations Code provides: Subject to the provisions of subdivision (a) of Section 208, any note, Read more...
Court Explicates Scope of Usury Exemption For Real Estate Brokers
Artistotle didn’t think much of the idea of paying interest: εὐλογώτατα μισεῖται ἡ ὀβολοστατικὴ διὰ τὸ ἀπ᾽ αὐτοῦ τοῦ νομίσματος εἶναι τὴν κτῆσιν καὶ οὐκ ἐφ᾽ ὅπερ ἐπορίσθη. μεταβολῆς γὰρ ἐγένετο χάριν, ὁ δὲ τόκος αὐτὸ ποιεῖ πλέον （ὅθεν καὶ τοὔνομα τοῦτ᾽ εἴληφεν: ὅμοια γὰρ τὰ τικτόμενα τοῖς γεννῶσιν αὐτά ἐστιν, ὁ δὲ τόκος γίνεται νόμισμα ἐκ νομίσματος: ὥστε καὶ μάλιστα παρὰ Read more...
Supreme Court To Decide If It Will Decide Whether Section 16 Plaintiff Has Constitutional Standing
No Harm, No Foul The late Lakers broadcaster Chick Hearn was known for coining or popularizing numerous basketball expressions, including “air ball” and ”no harm, no foul”. Now, the U.S. Supreme Court may soon decide whether the principle of “no harm, no foul” applies to Section 16, the other insider trading statute. Do Section 16 Plaintiffs Suffer Injury In Fact? In 2009/2010, Read more...
But Wait, California May Require Even More In Annual Reports To Shareholders
Yesterday’s blog discussed California’s requirement that many domestic and foreign corporations send financial statements to their shareholders. If a corporation has 100 or more holders of record (determined in accordance with Section 605), then the annual report must also provide a brief description of the following: Any transaction during the previous fiscal year involving an amount in excess of $40,000 to which the Read more...
California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders
California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. One example is Section 1501(a) which requires the board to cause an annual report to be sent to shareholders. This report must include a balance sheet as of year end and Read more...
The Salon Sub Rosa And Nevada Corporate Law
Rachel Anderson is a law professor at the University of Nevada, Las Vegas Boyd School of Law. She has a website, Salon Sub Rosa, which carries the subtitle of “Musings in the Harlem Renaissance”. Her site provides a wealth of information on Business Law & Policy, Education Law & Policy, and Nevada Law & Policy. Recently, she was kind enough to include this Read more...
Legislature Acts To Forestall Business Filings Götterdämmerung
Anyone who has submitted a business filing to the California Secretary of State’s office know that a serious problem exists. At present, the Secretary of State has 122,000 documents waiting to be filed. The delays are simply intolerable for the conduct of business in a modern commercial state. For example, the Secretary of State is processing today merger documents that were filed Read more...
An Exemption For Foreign Subsidiary Formation
The formation of a subsidiary under the laws of a foreign country may not seem to implicate the California Corporate Securities Law. Yet, an offer and sale may occur “in this state” within the meaning of Corporations Code Section 25008. See California’s Blue Sky Law Problems for Foreign Issues and Foreign Issuers, 23 Insights 28 (July 2009) and Yes, There Is Read more...
Is Jacob To Laban As Weiner Is To The Original Talk Radio Network?
Jacob was in love with Rachel, but he had a problem. What could he offer Rachel’s father, Laban, for her hand? Not having much, he offered to work for seven years. Laban seemed to find this acceptable, but when the seven years service was completed, he tricked Jacob into marrying Leah instead. Jacob was allowed to marry Rachel, but had to work Read more...
Bill Aims To Make Foreign Nonqualified LLC Contracts Voidable
As discussed in prior posts, “transacting intrastate business” is not the same as “doing business”. See You may Be Doing Business in California Even When Not Transacting Intrastate Business. The former is what determines whether a foreign corporation or limited liability company must qualify with the California Secretary of State. The latter determines whether a corporation or LLC must Read more...
