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CALIFORNIA CORPORATE & SECURITIES LAW

Nevada’s Constitutional Limitation On Shareholder Liability

Article 8, Section 3 of the Nevada Constitution provides: Dues from corporations shall be secured by such means as may be prescribed by law; Provided that corporators in corporations formed under the laws of this State shall not be individually liable for the debts or liabilities of such corporation. Remarkably, the Nevada Supreme Court has…

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Proposed Initiative Seeks Vote On California Nationhood

Earlier this month, California’s Secretary of State announced that the proponent of a California nationhood proposal may circulate the initiative for signature.  The proponent must secure the signatures of 365,880 registered voters (five percent of the total votes cast for governor in the November 2014 general election) in order to qualify the initiative for the November 2016…

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Nevada Legislature May Prohibit The Establishment of Corporations For “Illicit Purposes”

Nevada’s legislature meets in regular session every other year for 12o consecutive calendar days.  Nev. Const. Art. II, § 4 and NRS 218A.078.  Although the 77th session does not start until February 4, legislators are already introducing bills. Because Nevada is often associated with legalized gaming and prostitution (the latter only in certain counties, see NRS…

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Lincoln (The Movie) Overlooks Nevada

Steven Spielberg’s new film, Lincoln, focuses not on the assassination of the President or the end of the Civil War, but on Congress’ passage of the Thirteenth Amendment. The film depicts President Lincoln as a skilled, but not overly scrupulous, politician dedicated as much to ending slavery as to ending the war.  According to the…

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Secretary Of State Issues Business Identity Theft Warning

Two weeks ago, the National Association of Secretaries of State held a business identity theft forum in Atlanta, Georgia.  California Secretary of State Debra Bowen moderated a panel on “Fostering Intergovernmental Coordination in the Detection and Prevention of Business Identity Theft”.  Her office also issued this warning about business identity theft. Among other schemes, she notes that…

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“Out by the Truckee’s Silvery Rills”

To many, October 31 is Halloween but to a few (well, maybe one or two) die-hard traditionalists like me, October 31 is Nevada Day.   As a schoolchild in Nevada, we always looked forward to having the day off from school.  October 31 was the date in 1864 on which Nevada was admitted as this country’s 36th state.  In fact,…

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