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CALIFORNIA CORPORATE & SECURITIES LAW

Interstate Versus Intrastate Business – What’s The Difference?

Some words are easily confused such as hyperthermia and hypothermia.  In the case of the former, one is overheated and in the case of the latter, one is not warm enough.  The difference becomes more understandable when one knows the roots of these two words.  Both use “thermia” which is derived from the Greek word for heat –…

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Secretary Of State Changes Forms And Procedures For LLC Filings

Novelty does not mean better.  With the change from 2013 to 2014, California repealed, albeit unconstitutionally, the Beverly-Killea Limited Liability Company Act (former California Corporations Code sections 17000 – 17657), and installed in its place the California Revised Uniform Limited Liability Company Act” (California Corporations Code sections 17701.01 – 17713.13).  See California’s New LLC Act – Call…

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Apparently, They Need To Swear More In North Dakota

Swearing Is Required By The California Constitution[1] When I was appointed Commissioner of Corporations, I took an oath to support the U.S. and California constitutions.  Although I don’t recall inquiring about the source of the oath at the time, the oath (and its text) is set forth in Article XX, Section 3 of the California…

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Corporate Director Registry Bill Introduced

California Corporations Code § 318 has been on the books since 1993, Cal Stats. 1993, c. 508.  That section required the Secretary of State to develop and maintain a registry of “distinguished women and minorities” who are available to serve on corporate boards of directors.   In 1999, the Secretary of State transferred this responsibility to California…

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“Hello, Newman” – E-Mail Bill May Add To Post Office Woes

On Valentine’s Day, the United States Postal Service announced that it had begun its 2011 fiscal year with a loss of $329 million.  In announcing these results, the USPS cited “electronic diversion” as implying “long term structural changes in demand”.   If that is the case, the USPS’ revenue picture won’t be helped if AB 657…

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Victims of Corporate Fraud Fund

In the waning days of the 2001-2002 legislative session, then Assemblymember Kevin Shelley gutted and amended AB 55.  As introduced, AB 55 would have amended the Elections Code.  Instead, AB 55 became the vehicle for the enactment of the deeply flawed California Corporate Disclosure Act. In the ensuing years, most practitioners and their clients have…

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