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CALIFORNIA CORPORATE & SECURITIES LAW

Nevada Supreme Court Upholds Fraud Verdict Against The California Franchise Tax Board

The Franchise Tax Board’s Shande This is case that has been more than two decades in the making.  It began in the 1990s when inventor Gilbert Hyatt filed a California tax return showing that he relocated from California to Nevada.  Consequently, he reported licensing payments for only part of the year.  California was suspicious because…

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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…

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Why The Word “Includes” Conflates The Separation Of Powers

There are many ways to define a term.  Many definitions are “intensional definitions”.   An intensional definition lays down all of the properties required to meet that definition.  For example, Corporations Code Section 185 provides that “Shareholder” means “one who is a holder of record of shares.”  That is, the necessary and sufficient condition for belonging…

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Soon It Will Be Easier For California Corporations To Make Distributions To Shareholders

Chapter 5 of the Corporations Code establishes various limitations on distributions by California corporations.  The term “distributions to its shareholders” is itself defined in Section 166.  The question of appropriate limitations on dividends and other corporate distributions is not new.  Even Samuel Clemens (aka Mark Twain) wrote about “cooked dividends” and got into a great…

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LLC Contractor Bill Is Held At Desk

On September 3, 2010, I wrote that SB 392 (Florez) had made it to enrollment.  This bill authorizes the State Contractors’ License Board to issue a contractor’s license to a limited liability company.  Normally, a bill is sent to the Governor after enrollment.  Cal. Const. Art. IV, § 10(a) (“Each bill passed by the Legislature shall…

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Legislative Session Now Ended (Almost)

Yesterday was the end of the current legislative biennium.  Under the California Constitution and legislative rules, this means that any bill not passed before today is now dead.  Cal. Cons. Art. IV, § 10(c), Legislative Joint Rule No. 61(b)(17)). As with most things legal, there are exceptions.  Article IV, Section 10(c) of the Constitution excepts…

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