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CALIFORNIA CORPORATE & SECURITIES LAW

When “The Check Is In The Mail” Extinguishes A Debtor’s Obligation

Most creditors likely assume that they have not been paid unless and until they receive checks from their debtors.  In many cases that assumption may be correct, but in some cases it won’t be.  Section 1476 of the California Civil Code provides: If a creditor, or any one of the two or more joint creditors, at any…

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Is Chametz A Good?

The Jewish holiday of Passover begins at sundown this evening.  In preparation for Passover, observant Jews must dispose of absolutely all chametz, which is basically any food that is made with grain and water that has been allowed to leaven (rise).  One way to dispose of chametz, which is also spelt chometz, is to sell it to a non-Jew and…

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Some Questions About Delaware’s New Law Allowing Parties To Extend The Statute Of Limitations

Delaware recently amended its law to allow parties to a written contract involving at least $100,000 to provide that any action based on that contract may be brought within a period specified in that contract provided that the action is brought prior to the expiration of 20 years from the accrual of the cause of action.  10…

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Court Holds Parol Evidence Admissible

As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement.  “Parol” is derived from the French word, “parole” meaning speech.  The parol evidence rule came into being as society became increasingly literate.  It was then that the written word began…

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What Does The UCC Have To Do With M&A Anyway?

For several years, I taught a law school class covering sales, personal property leases, and documents of title – Uniform Commercial Code Articles 1, 2, 2A, and 7.  At one time, the UCC was the big thing in American law.  Now it has become workaday area of the law.  Nonetheless, it remains an important, and I fear, often overlooked,…

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You Say Article 2A, I Say Division 10

When taking a law school exam, you generally have some idea of the legal area being tested.  If you show up for a final exam in contracts, you wouldn’t expect to be questioned about criminal procedure.  Unfortunately, subject areas are not so clearly demarcated when practicing law.  Thus, I remind my students that clients don’t walk and say “Hi, I’ll be your…

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Just What Is An Initial Transaction Statement?

When shares of a California corporation are subject to a restriction on transfer or other specified conditions, Section 418 of the California Corporations Code requires that this fact “appear on the certificate, the initial transaction statement, and written statements”.  This, of course, raises the question of what the Code is talking about when it refers to…

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