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CALIFORNIA CORPORATE & SECURITIES LAW

Court of Appeal Defines Good Faith Defense Under The UFTA

In 2015, the California legislature refurbished the Uniform Fraudulent Transfer Act and rechristened it as the Uniform Voidable Transactions Act.  2015 Cal. Stats. Ch. 44 (SB 161 (Vidak)).  The UFTA has not left the stage entirely as courts continue to address disputes arising under the former law. In Nautilus, Inc. v. Yang, 2017 Cal. App. LEXIS…

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Why Delaware Corporations Should Worry About California Law When Making Dividends

When paying a dividend to shareholders, California corporations are subject to Chapter 5 of the California Corporations Code.  Corporations incorporated in Delaware and other states may also be subject to Chapter 5 if they meet the conditions of Corporations Code Section 2115, California’s pseudo-foreign corporation statute.  Section 2115 excepts companies with outstanding companies listed on…

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Uniform Voidable Transactions Act Becomes Law (Almost)

On June 2, 1897, the New York Journal famously quoted Samuel Clemens (aka Mark Twain) as saying “The report of my death was an exaggeration”.   This widely quoted (and misquoted) denial was a riposte to a story that appeared the day before in the New York Herald about the author’s imminent demise.  I had a similar…

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