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CALIFORNIA CORPORATE & SECURITIES LAW

“We Reserve The Right To Refuse Service To Anyone”, But What Would Blackstone Do?

“The common law of England, so far as it is not repugnant to or in conflict with the Constitution and laws of the United States, or the Constitution and laws of this State, shall be the rule of decision in all the courts of this State.” NRS 1.030. I’ve previously written about how both California…

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California Dividend Statutes Found To Preempt Common Law Claims

Chapter 5 of the California Corporations Code imposes specific limitations on “distributions to shareholders”, a term defined in Corporations Code section 166.  Directors who approve the making of any distribution to shareholders in violation of the provisions of Sections 500 to 503 may be jointly and severally liable to the corporation.  Cal. Corp. Code § 316.  The…

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