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CALIFORNIA CORPORATE & SECURITIES LAW

“‘Tis Well Consented” Vel Non

On July 19, 2010, I discussed action by written consent of the board pursuant to Corporations Code Section 307.  The statute is remarkably silent on some key points.  For example, while the statute clearly requires that consents be in writing (see Sections 8 and 195), the statute does not specifically require that the consents be…

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A Rara Avis Indeed, The Capital Access Company

More than a decade ago, the California legislature added the Capital Access Company Law to the Corporations Code, Stats. 1998, c. 668 (S.B. 2189).  The intent of the law was to take advantage of an exemption to the Investment Company Act of 1940 that Congress added as part of the National Securities Markets Improvement Act…

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Closing the Barn Door . . .

Yesterday, I wrote about Section 413 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“DF Act”).  You can watch President Obama’s explanation of Wall Street reform here.  As a horse owner, I’m sensitive to expressions involving horses.  Thus, it occurs to me that in some ways the exclusion of an investor’s primary residence…

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Section 307 – No More Sunset

Some readers may have noticed that there are currently two Section 307s in the Corporations Code.  One version of Section 307 provides in subdivision (d) that it remains in effect only until January 1, 2011.  This is commonly referred to as a “sunset provision”.   Subdivision (d) of the other Section 307 provides that it…

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Wasting Trees in California

More than a decade ago, the Securities and Exchange Commission adopted rule amendments that allow for the delivery of a single set of proxy materials to shareholders who share a single address.  This is often referred to as “householding”.  Many publicly traded companies have relied upon these rules to reduce their costs of printing and…

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Will DOC Employees be Reduced to Minimum Wage?

As noted in a post last Friday, employees at the Department of Corporations have returned to working on the first three Fridays of each month.  This is good news for state employees because they will now get paid for those days.  However, this good news is tempered by the fact that Governor Schwarzenegger has ordered…

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Happy New Year!

California began a new fiscal year on July 1 without a budget (again).   The California Constitution (Art. IV, Sec. 12(c)(3)) is very clear:  “The Legislature shall pass the budget bill by midnight on June 15, of each year.” In order for the state to spend money, two conditions must be satisfied.  First, there must be legal…

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It’s Gut AND Amend (GANDA) Time and Your Bar Card May be at Risk!

In recent blogs, I’ve attempted to explain the reasons for a phenomenon that we’ll be seeing from now until August 31.  Why August 31?  We are in the second year of the biennium of the legislative session.  Under the California Constitution (Art. IV, Sec. 10(c)), no bill may be passed on or after September 1…

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Will Your Next Construction Contractor be an LLC?

Speaking of professional services, the Beverly-Killea Limited Liability Company Act generally does not authorize domestic and foreign limited liability companies to engage in professional services.  Consequently, a limited liability company cannot obtain a license as a construction contractor in California.  Last year, Senator Florez introduced SB 392 to permit LLCs to obtain a contractor’s license. …

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