According to the California Franchise Tax Board, a limited liability company classified as a partnership must do all of the following: File Form 568 (limited liability company return of income); Pay an annual tax of $800; Pay an annual LLC fee based on total income from all sources derived from or attributable to California. An LLC is subject to these requirements Read more...
California Bill Would Expand Liability For Securities Fraud, Impose New Fees, Expand Commissioner’s Powers
In late February, Senator Jerry Hill introduced a bill, SB 538, to substantially amend the Franchise Investment Law. A few days later, the bill was read for the first time and set for hearing by the Senate Banking and Financial Institutions Committee on April 3. Then something very fishy happened. Two days before the hearing, Senator Hill gutted the bill and Read more...
Political Spending Disclosure Bill Set For First Committee Hearing Today
In January, I wrote about Senator Noreen Evans bill, SB 121, that would require any corporation (as defined) that has shareholders located in California and that makes a contribution or expenditure (as defined): to issue a report on the political expenditures of the corporation in the previous fiscal year, and to notify shareholders not less than 24 hours prior to Read more...
Federal Court Sides With Second DCA In Privity Split
In Moss v. Kroner, 197 Cal. App. 4th 860 (2011), the Second District Court of Appeal found that rescission was available to a plaintiff under Corporations Code Section 25504 even though the plaintiff was not in privity with the defendant. Section 25504 imposes liability on specified persons who are in “control” of persons who are liable under Section 25501 (creating the remedies of Read more...
Bill Aims To Free Subversive Organizations From Registration Law And NASAA Shoots For Mandatory Form D Filings
Is It Subversive To Borrow Money From A Foreign Government? The California Subversive Organization Registration Law, Corporations Code Section 35000 et seq., has been on the books for decades. The law purports to require registration any organization that borrows from a foreign government or agency as well as actual revolutionaries. However, the last time I checked, no organization had registered with the California Secretary Read more...
Sunshine May Be Free But It May Take A Security To Harvest It
Harvesting the sunlight as a source of “clean” energy is the dream of many. Although the energy provided by the sun is free, converting that energy into electricity continues to require significant financial resources. One model for local solar energy development is “community shared solar”. Under this model, local consumers invest in the development of a solar energy system. The Read more...
How Many Ways Can The SEC Describe A “Year”?
It’s not easy to write regulations and lawyers can be a hypercritical group. Nonetheless, the Securities and Exchange Commission’s rules can be maddingly inconsistent. As one small example, I offer Item 405 of Regulation S-K and its many references to “year”. In general, the purpose of Item 405 is to require disclosure of late filers under Section 16(a) of the Securities Read more...
Court Clears Way For Case Against CalPERS, Judicial Council & Prison Healthcare Receiver
Nearly two years ago, Mr. Daniel E. Francis filed a petition for writ of mandamus against CalPERS and other based on allegations that the pension fund had laundered the salary of the receiver appointed by the U.S. District Court through the state’s Administrative Office of the Courts. In July 2012, Judge Michael P. Kenny rejected the demurrers filed by CalPERS and the 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...
