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CALIFORNIA CORPORATE & SECURITIES LAW

The Taxpayer Transparency and Fairness Act of 2017 – A Little Bill May Soon Make Big Changes

The talk of California tax practitioners over the last week has been all about the legislature’s passage of AB 102.  This may be surprising to those who read the bill when it was introduced on January 10 of this year, for the bill consisted of one sentence: It is the intent of the Legislature to…

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Happy New Biennium!

“Biennial” is a confusing word.  The Nevada legislature meets biennially, i.e., every other year while the California legislative session is biennial, i.e., lasting two years. “Biennial” should not be confused with “biannual” which normally means twice a year. The California legislature meets annually but the legislative session is biennial.  Last Monday, for example, the California legislature convened for the…

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Solon And The California Constitution

Article IV, Section 8 of the California Constitution requires that to be passed, a bill must first be read: No bill may be passed unless it is read by title on 3 days in each house except that the house may dispense with this requirement by rollcall vote entered in the journal, two thirds of…

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Initiative Measure Aims To Retard Gut And Amend Legislation

A reader of the California Constitution would be lead to believe that the course of legislation is orderly and predictable.  Under Article IV, Section 8(b), the legislature may make no law except by statute and no statute except by bill.  Every bill, moreover, must have a single subject and that subject must be expressed in…

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Constitucion del Estado Californio

Feliz Cumpleaños Tomorrow is another holiday in California – Admission Day.  Cal. Govt. Code § 6700(a)(10).  Although Admission Day is a statutorily designated holiday, it is not a judicial holiday.  Cal. Civ. Proc. Code § 135. California joined the union as a free state on September 9, 1850.  It was the 31st state (note below the 31…

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Court Sorts Out California RULLCA Transition Muddle

Yesterday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015).  That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary dissolution with prejudice vitiates any right to buy out the shareholder seeking dissolution.  The plaintiff, however, also…

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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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Court Of Appeal Sends Spot Trailer Bills To The Dog House

For some time, I’ve been critical of that bit of legislative legerdemain known as the “spot bill”.  See See Spot Run.  A spot bill is a bill that is essentially empty of any content, usually because the bill makes some minor, non-substantive change such as changing “a” to “the” in the text of a statute. …

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Why Are Legislators Sitting On The Little Hoover Commission?

I’ve been writing recently about the Milton-Marks “Little Hoover” Commission on California State Government Organization and the Economy which has an important task in reviewing Governor Jerry Brown’s proposed reorganization plan. Why does this state commission bears the name of a former U.S. President?  The name is derived from two commissions chaired by former President Herbert C. Hoover.  After the…

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Secretary Of State’s E-Mail Notification Bill To Be Amended

The Secretary of State is sponsoring AB 657 to allow both foreign and domestic corporations to indicate that they would like to receive notification from the Secretary of State’s office by email. As discussed in this post, I submitted a comment letter asking that the bill be amended to make it clear that a corporation…

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