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…

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…

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…

Yesterday, John Jenkins wrote about Delaware’s decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate of incorporation to exculpate directors.  For Nevada corporations, this is nothing new.  NRS 78.138 has for…

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…

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…

Readers of this space will know that I was an early critic of the SEC’s whistleblower program.  In 2016, for example, I observed that the SEC had awarded $136 million to only 37 individuals.  Earlier, I posted five theses regarding…