If You’re Relying On The Signature Of Two Officers, You May Want To Think Again
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...
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...
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...
The California Taxpayer and Shareholder Protection Act of 2003
Ten years ago, there was concern about so-called “expatriate corporations”. These were corporations that incorporated in foreign jurisdictions to minimize their tax liability. In reaction to this phenomenon, the legislature added The California Taxpayer and Shareholder Protection Act of 2003 to the Public Contract Code. 2003 Cal. Stats. ch. 657. In general, this act prohibits a state agency from contracting with Read more...
Thoughts of Tsukiji, the California Constitution and the Corporations Code
Lately, I’ve been reading Theodore C. Bestor’s, Tsukiji: The Fish Market at the Center of the World. Thus, it is no surprise that my thoughts of late have been on piscatorial matters. For example, I’ve always been encouraged by the fact that the California Constitution explicitly guarantees the right to fish. It’s right there in the Declaration of Rights (Article Read more...
King Lear And The California Courts
This weekend, I watched the Oregon Shakespeare Festival’s production of King Lear in beautiful Ashland, Oregon. Thus, my thoughts are on the Bard today. It turns out that the play is no stranger to several recent California opinions. For example, Justice William W. Bedsworth of the Fourth District Court of Appeal began Estate of Giraldin, 199 Cal.App.4th 577 (2011) with the following: Read more...
Diathesis And The California Courts
Yesterday’s post discussed how the meaning of “must” in Nevada Revised Statutes can depend upon whether a verb is in the passive voice. Here in California, I’ve made frequent sightings of discussions of the passive voice in opinions, including the following: Capo for Better Representation v. Kelley, 158 Cal.App.4th 1455 (2008) (“The Legislature could have used the vaguer, passive voice for the residence requirement (e.g., Read more...
Legislator Fires Broadside At Franchisors
California has not one, but two franchise laws. The Franchise Investment Law (“FIL”), Corporations Code Section 31000 et seq., is administered and enforced by the the Commissioner of Corporations. The Franchise Relations Act (“FRA”) is located in the Business & Professions Code (Section 20000 et seq.) and is not administered or enforced by the Commissioner. Assembly Member Brian Dahle recently Read more...
