Conflicts of interest arise often in small businesses, so identifying them and having a policy in place to prevent them are crucial. Generally, a conflict of interest refers to a situation where a principal in the business, such as an officer or director, will or may derive a personal benefit from their position in the [...]
Directors and officers of a corporation who participate in or personally direct tortious conduct can be found personally liable, rather than being shielded from liability by the corporation. To be personally liable, the director or officer must “authorize[], direct[], or in some meaningful sense actively participate[] in the wrongful conduct”. Teledyne Industries, Inc. v. Eon [...]
Businesspeople today often take political stances and air their views in the news media, but doing so may negatively affect their businesses. When considering whether you or your business should express political views to the public, think carefully about the consequences both inside and outside the company. Corporate Mission Does taking a political stance on [...]
Nearly every business needs some kind of business license or permit to operate. Which licenses you need may vary depending on your location, type of business, products sold, customer base, and more. In California, the state government runs some of the licensure, while county and city governments do the rest. Federal license or permit requirements [...]
Limited partnerships offer many advantages over other entity types, especially for businesses in which one partner wants to provide funding but not run the business on a daily basis. A limited partnership differs from a standard partnership because it has at least one general partner and at least one limited partner. A limited partner has [...]
Many California business owners owe duties of care to their investors under California law. Generally, the duty of care requires business owners to act in good faith and in the best interests of the business. It is one of several fiduciary duties, along with the duty of loyalty and others. Whether the duty of care [...]
Californians employed as professionals and seeking to start a business should consider incorporating as professional corporations. You may have seen the initials “P.C.” at the end of a doctor’s office or lawyer’s firm name, which indicates that the firm is a professional corporation. Professional corporations differ from typical corporations in a few key ways. First, [...]
Many startups organized as private corporations keep the value of corporate shares a well-protected secret. Telling the public that share values have soared in recent years or that they recently dropped after a new product announcement could greatly affect a company’s success. In recent years, however, many shareholders have sought to learn more about startups’ [...]
Many first-time business owners worry about the privacy of their personal information. For a savvy entrepreneur, running a business does not have to mean disclosing everything about your life to the public. Instead, use a variety of legal, financial, and common sense strategies to protect your privacy. First, obtain tax identification numbers for your business, [...]
Technology companies who want to make it in an already cutthroat industry can gain an edge by learning what to look for and what to include in employment contracts. Negotiating salary and starting a new position mean plenty of documents to have employees sign, so ensuring you know what you are asking them to sign [...]
“Loose lips sink ships.” This common saying describes the fate of businesses whose employees, either inadvertently or on purpose, share ideas with others without permission. Competitors may learn of the ideas or even pay employees for them and then use them against the business with the leak. Fixing or preventing leaks requires two tactics: legal [...]
Investors getting very involved in the business can cause problems for business owners who want to retain control. On one hand, without the investor, the business would not have the money to fund its operations. On the other hand, some investors may not have the industry knowledge or technical skills for their ideas and suggestions [...]
Promoting your business to investors could land you in court if you run afoul of the detailed and complicated California and federal laws surrounding sale of securities. This post focuses on California advertising and fraud liability related to promises to investors. However, a large number of federal laws and regulations also apply to some transactions. [...]
Learning that your startup partner no longer wants to work with you and wants back the money they invested in the startup is not easy. It is also often not easy to determine how to cash out your partner properly. Every partnership and situation are slightly different, but here is a good place to start. [...]
Many new business owners start out forming a corporation with the idea that they can do all the paperwork themselves and save on legal fees. It is true that the California Secretary of State provides a form meeting the minimum requirements for articles of incorporation, the first document a new California corporation needs to draft [...]
If you work for a startup, you know that your target audience’s needs can change on short notice, and so you may need to adapt your product or service to fit the market. You may realize partway through the development process that some of your product’s features are not feasible with your current funding. What [...]
The growing biotechnology industry can be a minefield of legal issues for scientists and the companies they start, seeking to protect their investments and grow their business. One common topic that every biotech founder should consider is how to prevent leaks of confidential information, so successful biotechnology companies look to a few common types of [...]
Both the state of California and the federal government have laws about securities on the books, but the two sets of laws differ significantly. Federal and California securities laws cover many of the same broad topics, but the federal laws are geared toward nationwide regulation of securities, while California and other states’ laws focus more [...]
After hearing about the many data security breaches in the past few years, you may have wondered how breaches can be prevented, either at a business you own or the ones you patronize. Though hackers are becoming more sophisticated, smaller businesses need to start with the basics if they do not have a security plan [...]
In the rush to court a new vendor, companies may be tempted to quickly sign a standard form agreement and begin work immediately. If you find yourself caught up in the rush, take a step back, properly investigate, and negotiate your relationship to help it be profitable and happy for years to come. First, investigate [...]
Generally, the owner of a copyrighted work has the exclusive right to reproduce, distribute, perform, and display the work, and to prepare derivative works based on it. 17 U.S.C. § 106. Fair use is a broad exception to this exclusive right. It allows the public to express their First Amendment rights in relationship to the [...]
Corporations shield their directors and officers from liability for corporate actions, unless a director or officer personally directed or participated in tortious conduct. See, e.g., Frances T. v. Village Green Owners Ass'n. (1986) 42 Cal.3d 490, 503-504. The term tortious conduct refers to a subset of law violations called torts, which include negligence, fraud, conversion, [...]
Technology companies, especially those with active websites or e-retail portals, will want to have a well-drafted set of contracts in place to keep their business running smoothly from a legal perspective. These contracts cover a variety of topics: terms of use and privacy policy for the website, sales and licensing contracts with vendors and suppliers, [...]
In California, both a state statute and numerous court decisions say that non-competition agreements are not enforceable, and delving into the reasons why can help business owners understand how to work around needing them. The term “non-competition agreement” generally refers to a contract between an employee and an employer stating that the employee cannot go [...]
Businesses operating in the city of San Diego, California, must obtain a business tax certificate and pay the city business tax. San Diego Municipal Code § 31.0101, et seq. The law applies to any person engaging in a business activity within the city, including independent contractors, self-employed individuals, and businesses run out of homes or [...]
Corporations that are incorporated in another state and are doing business in California should be mindful of compliance with California law. For example, out-of-state corporations must ensure they are properly registered to do business, that they familiarize themselves with laws regarding company employees working in California, and that they can bring or defend lawsuits in [...]
Whether you can use electronic signatures to bind parties to a legally enforceable contract in California depends on the parties’ agreement and the method of signature. Be careful to fulfill the below requirements, or a court might find that the agreement you thought you signed actually is unenforceable. California’s Uniform Electronic Transactions Act (“UETA”) governs [...]
The current litigious business climate makes obtaining appropriate insurance a must for new business owners. Insurance can help cover the costs of a burglary, an injury to an employee, or some lawsuits, among other liability situations. Paying the insurance premiums now does not just cut down on future costs – in some industries, some types [...]
While many may be familiar with residential landlord-tenant law, they may not realize that there is a significant difference between what is permissible in the residential lease compared to what is permissible in the commercial lease. Many of the laws applicable to the residential tenant simply do not apply in the commercial setting. Because many [...]
Ordinarily a contract is defined as an agreement between two or more parties “which creates an obligation to do or not to do a particular thing. Its essentials are competent parties, subject matter, a legal consideration, mutuality of agreement and mutuality of obligations.” Black’s Law Dictionary 291-292 (5th Ed. West 1979).. The ordinary contract is [...]
On July 28, 2014 the City of San Diego issued a Press Release from the office of the Council President, Todd Gloria, announcing an increase in the City’s minimum wage and providing sick leave for worker’s within the City. Press Release, San Diego Increases Minimum Wage by Veto Proof Majority, dated July 28, 2014. On [...]
So you have a really cool idea for a startup, but you don’t have the money you need to launch it. Your last $5 paid for two slices of pizza last night. You’re certain your product will be a hit though, something that will make money and leave everyone talking for years to come. A [...]
You have an idea for a tech startup and the software you’re developing is awesome. Founded along with a college buddy, the company grows quickly once you both graduate. You incorporate and secure an investor. You use some of the money to hire smart, ambitious, and talented staffers who are excited to be there and [...]
Most people, even the savviest entrepreneurs, second-guess their decisions every now and then. Especially when it involves money. The whole you-have-to-spend-money-to-make-money adage is likely true for startups who incorporate and ultimately put a product out on the market. But an entrepreneur who agrees to buy something for his or her business, for example, may later [...]
The defense of duress is not unusual in criminal cases. It’s when a defendant says he or she was forced to commit a crime by another person. In criminal law, an offense is sometimes excused if a jury believes the defendant was under duress. Duress also is a claim in business and corporate litigation — [...]
In March, the California Legislature approved a plan to raise the state’s minimum wage to $15 per hour by January 1, 2022. The move made the state the first in the country to significantly boost its pay and encouraged others to follow suit. Under the deal, crafted by lawmakers and labor leaders, California’s $10 minimum [...]
Entrepreneurship is an exciting journey. It’s a dream put to action on your own terms. The possibilities feel endless — and they are. That being said, a lot goes into starting your business. Entrepreneurs early on should think about what kind of business entity they want their company to be. There are several options in [...]
Entrepreneurs, including those who have created a tech startup in the state of California, should consider forming a corporation as their business grows. But before you get started, it’s important to understand the timeline and process involved. Let’s say, for example, that two former roommates from UC San Diego have developed software, hired a few [...]
Before you can understand why you are being asked by your landlord to sign an “attornment agreement,” you must understand what attornment agreement is. Black’s Law Dictionary defines the term “attornment” by reference to “feudal and old English law,” as “the act of a person who holds a leasehold interest in land, or estate for [...]
Black’s Law Dictionary defines the terms “[e]xemplary or punitive damages” as “damages on an increased scale, awarded to the plaintiff over and above what will barely compensate him for his property loss, where the wrong done to him was aggravated by circumstances of violence, oppression, malice, fraud, or wanton and wicked conduct on the part [...]
The simple answer is, as it is in response to many questions in the law, it depends. It first depends upon how the term “assign” is used. In McCown v. Spencer (1970) 8 Cal.App.3d 216, 225, 87 Cal.Rptr. 213, the California Courts of Appeal for the Second District, Division Four, defined “‘assign’ ordinarily means to [...]
You entered into a requirements contract (see https://sdcorporatelaw.com/business-newsletter/what-is-a-requirements-contract/) with your vendor to purchase 500 widgets per month for the next 24 months. In month 14 of your contract, your vendor calls and tells you that beginning in month 16(month 26 the contract will be over), the vendor will no longer be able to provide the [...]
California Civil Code Section 1624, commonly referred to as the Statute of Frauds, provides that certain “contracts are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or the party’s agent….” The statute then goes on to describe seven types of contracts which are [...]
Like most business people, architects start practicing their trade without giving much thought to how they might best take advantage of the many forms of business available to them. They generally hang out a shingle (if they are not working for an established firm) and give little, if any thought, about how they should be [...]
California Civil Code Section 1440 provides “[i]f a party to an obligation gives notice to another, before the latter is in default, that he will not perform the same upon his part, and does not retract such notice before the time at which performance upon his part is due, such other party is entitled to [...]
We’ve all signed countless contracts in the past for a variety of reasons and most of them contain, usually in the first few paragraphs, the phrase “for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged.” For the most part, we generally pay no more attention to this phrase than we [...]
“The Employment Development Department (EDD) administers California’s payroll taxes, including Unemployment Insurance, Employment Training Tax, State Disability Insurance (including Paid Family Leave), and California Personal Income Tax withholding. Employers conducting business in California are required to register with and file reports and pay taxes to EDD.” If You Have People Working for You, California Tax [...]
Frequently those contemplating hiring employees ask whether they must obtain and pay for worker’s compensation insurance (sometimes referred to as “worker’s comp”) for their employees. Those same people sometimes believe that they do not need to obtain worker’s comp, or that they may be able to skate by without it, hoping that they will never [...]
The Victims of Corporate Fraud Compensation Fund (“VCFCF”) is governed by California Corporations Code Sections 2280, et seq. and California Code of Regulations, title 2, division 7, chapter 12, sections 22500 through 22507. The fund was specifically created to provide “limited restitution to victims of corporate fraud who have otherwise been unable to collect on [...]
A “joint venture” has been defined “[a] legal entity in the nature of a partnership engaged in the joint prosecution of a particular transaction for mutual profit…” A one-time grouping of two or more persons in a business undertaking. Unlike a partnership, a joint venture does not entail a continuing relationship among the parties.” Black’s [...]
When forming business entities, the term “registered agent” is frequently used, and there are many registered agent services available for hire in each state. So what does a registered agent do? In California, the term generally refers to the “registered agent for service of process.” According to the California Secretary of State, the term “agent [...]
Pursuant to California Corporations Code Section 17701.10(a) the limited liability company’s (“LLC”) operating agreement “governs all of the following: (1) Relations among the members as members and between the members and the limited liability company. (2) The rights and duties under [the California Revised Uniform Limited Liability Company Act] of a person in the capacity of manager. [...]
A “fictitious business name” has been defined as “[a] business name that DOES NOT include the surname of the individual owner, AND EACH of the partners or the nature of the business is not clearly evident by the name.” Fictitious Business Names, Ernst J. Dronenburg, Jr., Assessor/Reorder/County Clerk, County of San Diego. California Business and [...]
After deciding to incorporate your business, one of the first steps of incorporation is to decide upon a legal name for the business. For each prospective name, it is important to determine whether the name you have chosen for your corporation (or, similarly, the name of your limited liability company, or partnership) can be used [...]
The California Uniform Limited Liability Company Act (California Corporations Code Sections 17701.01, et seq.) governs the existence of all foreign and domestic limited liability companies in California. California Corporations Code Section 17701.02(j) defines a foreign limited liability company as: “an unincorporated entity formed under the law of a jurisdiction other than this state and denominated [...]
In California, the Uniform Limited Partnership Act of 2008 (California Corporations Code Sections 15800, et seq.) governs the creation limited partnerships. Pursuant to California Corporations Code Section 15902.01(a), to create a limited partnership, the partners must first enter into a partnership agreement, then prepare, execute, and file with the California Secretary of State a document, [...]
As with many things in law, the answer to a question like, “When does the risk of loss pass to a purchaser of goods in California?” is “It depends”. When one enters a store and purchases a Keurig coffee maker and pays the cashier for that product, the loss of that product generally passes from [...]
Many entrepreneurs engaged in the manufacturing of goods for sale must rely on others to provide the raw materials from which those goods are manufactured. When the manufacturing process relies on small quantities of these raw materials, or where these raw materials are common and in abundant supply from a variety of sources, these entrepreneurs [...]
Whether we realize it or not, we have all agreed to a contract of adhesion dozens, if not hundreds of times. Indeed, each time we agree to the terms and conditions attached to the latest update to our iPhone’s operating system, we are agreeing to a contract of adhesion. Why does it matter, one might [...]
While the California Commercial Code (California’s version of the Uniform Commercial Code) may govern the sale of goods in California, where the prices for the goods exceeds $500.00, an agreement not in writing may not be enforceable. To ensure that any agreement for the purchase of your goods valued in excess of $500.00 is enforceable [...]
All business owners and potential business owners probably understand that they will need a business plan at some point. Hopefully, they also understand that the earlier a business plan is prepared, the better for the business because, let’s face it, the business plan is the road map for the success of the business and banks [...]
We’ve all heard that one purpose for incorporating a business is to protect the owner’s personal assets from any debts incurred by the business. Although that reason is completely valid, in some instances, forming a corporation may mean that the business is unable to obtain credit. For individuals, banks and lending institutions rely heavily on [...]
Many entrepreneurs go into business for themselves by deciding what type of business they wish to start and then starting their business by doing all of the “leg work” for the business on their own. These self-starters generally enjoy not only engaging in the business they choose, but being involved in the process to create [...]
The California Franchise Investment Law (California Corporations Code Sections 31000 – 31516) (the “Franchise Investment Law”), along with Chapter 3, Subchapter 2.6, Sections 310.000 through 310.505 of the California Code of Regulations govern how franchises are sold in California. Before beginning, one must understand that a franchise offering in California is considered a “sale of securities” [...]
On October 12, 2015, Governor Jerry Brown signed Assembly Bill 525 amending the California Franchise Relations Law (“CFRL”). The bill gave franchisees additional rights against termination of their franchises, provides significant remedies for terminations and non-renewals imposed improperly by franchisors “’and, most importantly, it acknowledges that franchisees own the equipment and fixtures they purchased for [...]
Many times we hear radio and television advertisements seeking contributions in which a claim is made that an organization is a “501(c)(3) corporation.” These advertisements generally tell the listener to check with his or her tax advisor to determine whether donations are tax deductible, and we wonder, what exactly is a 501(c)(3) corporation? In a [...]
As California attorneys should already know, California follows the “American Rule” when it comes to awarding attorney’s fees in litigation, meaning that each party in a dispute pays their own attorney’s fees. The rule is embodied in California Code of Civil Procedure Section 1021, which provides: “Except as attorney's fees are specifically provided for by [...]
While many may be familiar with residential landlord-tenant law, they may not realize that there is a significant difference between what is permissible in the residential lease compared to what is permissible in the commercial lease. Many of the laws applicable to the residential tenant simply do not apply in the commercial setting. Because many [...]
California Corporations Code Section 25401 provides: “It is unlawful for any person to offer or sell a security in this state, or to buy or offer to buy a security in this state, by means of any written or oral communication that includes an untrue statement of a material fact or omits to state a [...]
Imagine you’ve spent thousands of dollars and countless hours researching and designing a better hydrogen cell battery for use in the automotive industry and have been in contact with a manufacturer who has agreed that your battery will revolutionize the industry and, the manufacturer is willing to help you develop your idea. You’ve gone beyond [...]
Anyone who has watched the news, seen the National Enquirer, or surfed the internet knows that the likenesses, photographs and endorsements of celebrities are used constantly in effort to sell various products to the masses. Usually, the celebrities whose name and images are used for that purpose have agreed to the use and, as a [...]
Under California Corporations Code Sections 25110, 25120 and 25130, as well as federal law, it is unlawful for any person to sell any type of security unless that security has either been registered with the California Secretary of State (or the Securities and Exchange Commission) or is exempt from registration. We all know, however, that [...]
If you have ever purchased real property in California using money from a bank or other institutional lender, have obtained a second loan secured by the property, then refinanced the first loan to reduce your payments, you have most likely seen what is known as a “subordination agreement.” Chances are, that document was one of [...]
Many people go into business for themselves every day, and many of them have a limited knowledge on the protections a corporation can provide. Typically, until they have some need for additional operating capital or are being sued by an unhappy customer, they seldom incorporate. In business, however, the old adage “an ounce of prevention [...]
In California the Revised Uniform Limited Partnership Act of 2008 codified in California Corporations Code Section 15900, et seq., “which became fully effective January 1, 2010” The Uniform Limited Partnership Act of 2008: Text, Drafters' Comments, and Correlation Tables, Continuing Education of the Bar (“CEB”) 2008, governs all of the rights and liabilities of the [...]
According to stopfakes.gov, “[a] patent for an invention is the grant of a property right to the inventor. Patents are granted for new, useful and non-obvious inventions for a period of 20 years from the filing date of a patent application, and provide the right to exclude others from exploiting the invention during that period. [...]
In order to raise capital, many small businesses seek investors through what are known as private placements. These “private placements” can offer limited partnership interests, common or preferred shares of stock in small corporations, bonds, or even notes. These offerings are generally exempt from registration under both state and federal securities laws and regulations, most [...]
On November 2, 2015 the Bipartisan Budget Act of 2015 (the “Act”) was signed into law by President Barrack Obama, which will significantly affect the audit rules for entities treated as partnerships for federal income tax purposes. The Act completely repealed and replaced the TEFRA audit regime for tax years beginning December 31, 2017. The [...]
That is the question being answered in the action entitled O’Connor, et al. v. Uber Technologies, Inc., currently pending in the United States District Court for the Northern District of California, Case No CV 13-3826-EMC. According to the Second Amended Class Action Complaint, plaintiffs allege, among other things, that Uber Technologies, Inc. (“Uber”), although advertising [...]
California Civil Code Section 1748.1 provides: “(a) No retailer in any sales, service, or lease transaction with a consumer may impose a surcharge on a cardholder who elects to use a credit card in lieu of payment by cash, check, or similar means. A retailer may, however, offer discounts for the purpose of inducing payment [...]
“To safeguard investors in public companies and restore trust in the financial markets following the collapse of Enron Corporation, Congress passed the Sarbanes-Oxley Act of 2002. One of the Act's provisions protects whistleblowers [by providing]. . . ‘[n]o [public] company . . ., or any . . . contractor [or] subcontractor . . . of such company, may discharge, demote, suspend, [...]
Since 2013, California’s Worker’s Compensation system has utilized a system of Independent Medical Review (“IMR”) to resolve disputes over the treatment of workers injured on the job. Typically, in California’s system, a request by an injured worker for medical treatment must undergo a “utilization review” (“UR”) process to determine whether the requested treatment is medically [...]
The California Limited Liability Partnership (“LLP”) is governed by California Corporations Code Section 16101 and California Corporations Code §§ 16951-16962. California Corporation Code Section 16951 provides: “. . . the only types of limited liability partnerships that shall be recognized are a registered limited liability partnership and a foreign limited liability partnership, as defined in Section [...]
In California the Limited Liability Company (“LLC”) is a hybrid business; it is an entity that has the attributes of both the general partnership and the corporation. While the members of an LLC enjoy the freedom of management that comes with a general partnership, they are also insulated from many of the attacks that could [...]
As with every aspect of business, there are pros and cons to establishing an incentive stock option plan; but before one can even make the decisions necessary, it is important to understand what an incentive stock option plan is. The incentive stock option plan (“ISO”) is part of a deferred compensation plan which companies offer [...]
Whether consumers may bring a state court action against the grower of herbs for fraudulently labeling its products as “organic” was answered by the California Supreme Court on December 3, 2015 in a yet unpublished opinion in Quesada v. Herb Thyme Farms, Inc., No. S216305, Ct. App. No. 2/3 B239602. Dispelling the notion that the Organic Foods [...]
Many people confuse what is protected as a trademark with copyrights and patents. Each of these terms describes a protection for very specific types of intellectual property. “A trademark is generally a word, phrase, symbol, or design, or a combination thereof, that identifies and distinguishes the source of the goods of one party from those [...]
The copyright law of the United States is governed by Title 17 of the United States Code and was enacted as the Copyright Act, Public Law October 19, 1976, as Pub. L. No. 94-553, 90 Stat. 2541 (the “Act”). The Act is the exclusive means by which the material covered by the Act may receive [...]
Does your business have trade secrets? Of course it does! Trade secrets in California means any “information, including a formula, pattern, compilation, program, device, method, technique or process” that has actual or potential value that is not known to the public who could obtain economic value from its “disclosure or use” which is the subject [...]
There are many definitions for the term “independent contractor.” Black’s Law Dictionary defines the term “[g]enerally, one, who, in exercise of an independent employment, contracts to do a piece of work according to his own methods and is subject to his employer’s control only as to end product or final result of his work. Black’s [...]
Everyone knows and understands that slavery and involuntary servitude were abolished in the United States in 1865 by the passage of the Thirteenth Amendment to the Constitution. Something of a corollary to the Thirteenth Amendment was enacted in California in 1872, which provided that a contract for personal services for a period of more than [...]
California Business and Professions Code Section 2052 provides “[a]ny person who practices or attempts to practice, or who holds himself or herself out as practicing...[medicine] without having at the time of so doing a valid, unrevoked, or unsuspended certificate...is guilty of a public offense.” California Business and Professions Code Section 2400 further provides “[c]orporations and [...]
The California Corporate Securities Law of 1968 (“Securities Law”) became effective on January 2, 1969 Marc Levin, California Corporate Securities Law of 1968: The Issue of the Nonissuer, 2 Loy. L.A. L. Rev. 87 (1969) and regulates all offers and sales of securities in California. Unlike the Federal Securities Act of 1933 and the Securities [...]
For those involved in the creation and distribution of software, the software license agreement plays a vital role in protecting the intellectual property rights of the licensor of the software. Failing to have an adequate agreement can, and generally does, lead to infringements into the intellectual property rights of those entitled to those rights, which [...]
Few small businesses in California have them, but all businesses, from large corporations to the small “mom and pop” pizza joint, would greatly benefit from having a well-considered and well-written employee handbook. The well-written employee handbook is one of the best tools for communicating with your employees and can set the tone for the relationship [...]
After deciding that they are going to incorporate their business, many California-based founders are persuaded, for a variety of reasons, to incorporate in some jurisdiction other than California. Many decide to incorporate in the states of Nevada or Delaware, usually because they believe that those states offer more favorable tax treatment, or because they believe [...]
Not all contracts are equal. While it is true that many oral contracts (that is, contracts entered into between two parties without a written agreement) are enforceable in California, many are not. In California, the Statute of Frauds contained in California Civil Code Section 1624 requires that to be enforceable in court, certain contracts must [...]
Winding-up and dissolving a California corporation is governed by the provisions of California Corporations Code Sections 1900 through 1907. How that process takes place depends largely on whether the corporation has ever done business or issued shares or whether a “voluntary order for relief under Chapter 7 of the federal bankruptcy law has been entered.” [...]
California’s Social Purpose Corporations Act allows entrepreneurs wishing to combine for profit businesses activity with the achievement of a social purpose. The corporation is formed by the traditional filing of Articles of Incorporation which state that the corporation is being formed for one of two special purposes, other than merely a lawful purpose. To be [...]
On November 6, 2015, the California Courts of Appeal for the Fourth District, Division Three filed its decision in the case of Hot Rods, LLC v. Northrop Grumman Systems Corp., Case G049953 (Super.Ct. No. 30-2009-00118853) which arose out of Hot Rods, LLC’s purchase of an Orange County property from Northrop Grumman Systems Corporation, once used [...]
