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CALIFORNIA CORPORATE & SECURITIES LAW

A Field Guide To Distinguishing Directors From Officers

A colleague who is not a corporate lawyer recently noted that in common parlance directors and officers are often simply lumped together as the “same thing”.   He suggested that I devote a post to a primer on the differences between directors and officers.  As requested, here is my take on the subject: Directors can not act alone…

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More Silliness In California’s Revised Uniform Limited Liability Company Act

Readers will know that I have been a frequent critic of California’s Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. In many cases, it is simply hard to believe that the legislature really intended what it enacted. See, e.g., How Confused Is This? California Defines LLCs Subject To New Law To Include…

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Assembly To Consider Mandatory Indemnification Of LLC Agents

The California legislature operates on a two-year schedule.  Cal. Const. Art. IV, Sec.3(a).  The legislature will convene for the second year of the current biennium next Monday (Jan. 6).  J.R. 51(a).  One immediate job for the returning legislators will be to consider pending bills introduced in the first year.  Under the Joint Rules of the…

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