A plural form of a noun usually implies a set having more than one member of the same type. For example, a reference to “dogs” is understood to refer to more than one dog. No one understands a reference to
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The End Of The Biennium Is Near!
Followers of this post will know that the California legislature operates on a biennium. This biennium will end at the end of the month. Here is how the final month of the current biennium lays out:
Aug. 1- Legislature reconvenes…
A Key Difference Between Corporate And LLC Buyout Rights That You May Have Missed
Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under certain circumstances. While these provisions are facially similar, the buy out…
Who Are The "Other Members"?
Last Friday, I wrote about a recently issued Court of Appeal opinion with respect to California Corporations Code Section 17707.03. That statute provides that a court may decree the dissolution of a limited liability company pursuant to “an action by…
Vote To Dissolve LLC Defeats Buy-Out Option
The California Revised Uniform Limited Liability Company Act provides procedures for both voluntary and judicial dissolution. When a member or members of a California limited liability company files an action for its judicial dissolution, the other members may avoid the…
Delaware Finally Catches Up To Nevada (Well, Not Quite)
The Meaning Of Moot Is Moot
The Securities and Exchange Commission recently proposed amendments that would purportedly “update certain substantive bases for exclusion of shareholder proposals” under its shareholder proposal rule, Rule 14a-8. Before 1983, Rule 14a-8(i)(10) permitted exclusion of a shareholder proposal when “the proposal…
"All Purchasers" Does Not Always Mean All Purchasers
I started practicing law in the same year that California enacted a limited offering exemption for the offer and sale of securities in issuer transactions, Cal. Corp. Code § 25102(f). Before then, issuers had to rely on California’s very burdensome…
A Cloak Secrecy That Unbecomes The SEC
Court: OTC Company Has The Capacity To Protect Its Own Interests
Notably, California has a constitutional limitation on interest rates (Cal. Const. Art. XV, Section 1). Section 25118 exempts certain evidences of indebtedness that meet specified conditions. One of these conditions is that either:
(1) The lender and either the issuer of…