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Filed UCC Termination Statement Binding on Lender Even If Mistaken

12/08/2014

In a recent case, a lender made several financings of a borrower. The borrower paid off one financing, and the lender authorized the filing of a termination statement to release its security interest in a particular asset that secured that…

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Breach of Fiduciary Duty by Corporate Insiders Requires Remedy, Even if Damages Unclear

11/01/2014

When corporate insiders transferred to a new corporation corporate assets claimed to be worthless, the shareholders had a right to a remedy, even if the damages were unclear. In Meister v. Mensinger (2014) 230 Cal. App. 4th 381, Sesame Technologies, Inc., was…

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Bank CD’s not covered by Securities Litigation Uniform Standards Act of 1998

03/25/2014

In Chadbourne & Parke LLP v. Troice (U.S. Supreme Court February 26, 2014), the Supreme Court held that bank CD’s not traded on national securities exchange are not a “covered security” and therefore a class action based on fraud in connection…

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Refund of Late-Filing Penalty for Single-Member LLCs

02/08/2014

For income tax purposes, a single-member limited liability company (SMLLC) is treated as a disregarded entity. That means that the income or loss of the entity is reported by an individual taxpayer on Schedule C of the taxpayer’s tax return.…

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Presentation Given to the Santa Cruz County Bar Association on the New LLC Act

02/08/2014

On February 3, 2014, I gave a presentation to members of the Santa Cruz County Bar Association on the new limited liability company act and how it will affect their clients. I am pleased to report that the presentation was…

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Bar Talk on the New LLC Act

01/15/2014

On Monday, February 3, 2014, I will be giving a continuing education seminar to lawyers on “California’s New LLC Act.” Anyone interested can register at the bar’s website: http://www.santacruzbar.org/ .

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Changes to California’s LLC Act — Get Ready or Get Skewered

01/02/2014

California has a new LLC act, which took effect January 1, 2014. Although the new law has some useful features, most LLCs won’t need them. Unfortunately, the new law automatically applies to existing LLCs, and the new law contains provisions…

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Buyer Can Access Pre-Acquisition Attorney-Client Communications

12/20/2013

The Delaware Court of Chancery has held that pre-merger communications — including those relating to the negotiation of the merger itself — pass to the surviving corporation in the merger, absent a contractual provision to the contrary. Thus, the buyer…

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Foreign LLC Can Enforce Sister-State Judgment without Qualifying to Do Business

11/29/2013

In Conseco Marketing, LLC v. IFA and Insurance Services, Inc. (2013) 221 Cal. App. 4th 831, the court held that a limited liability company formed under the law of another state (a “foreign LLC”) need not qualify to do business…

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Webinar Presentation on Drafting Buy-Sell Agreements

11/15/2013

On November 14, 2104, I conducted a webinar on “Drafting Buy-Sell Agreements–What  the Forms Books Won’t Tell You.” The program was jointly sponsored by the Corporations Committee and the Partnerships and LLC Committee of the Business Law Section of the…

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