Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a “liability free” jurisdiction. For example, the Nevada Supreme Court recently held that directors and officers of a parent corporation
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California Bill Would Deem Some Lenders As Licensed
California generally requires that persons engaged in the business of making loans be licensed. If not licensed under some other statute (such as the banking, credit union or residential mortgage lending laws), a lender will generally be subject to licensing…
California Bill Would Establish Registration Program With Respect To Commercial Financing Or Commercial Financing Brokerage Services
Recently, I wrote about the California Office of Administrative Law’s rejection of regulations proposed by the Department of Financial Protection & Innovation. These proposed regulations were intended to “implement, interpret, and make specific registration requirements for covered persons under the…
When A California Corporation Converts To A California Limited Liability Company, What Happens To Its Nevada Business License?
NRS 107.028(1)(d) requires that a trustee under a deed of trust be a “domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to chapter 76 of NRS”. In Mahban v. Prestige Default…
DFPI Is Victim Of Identity Theft
There is certainly no lack of persons actively violating the seventh or eighth commandment (depending upon who is counting). Last week, the California Department of Financial Protection & Innovation announced that it has learned of persons who are “fraudulently claiming…
Why Is The DFPI Requesting Funding To Implement Venture Capital Funding Reporting Mandate?
Last year, the California legislature enacted a bill, SB 54 (Skinner), that requires a “a venture capital” company to report annually to the Civil Rights Department on its funding determinations related to companies primarily founded by diverse founding team members. …
Home Means Nevada For This Corporation, But Its Heart Remains Exclusively With The Delaware Court Of Chancery
In 2019, the Nevada legislature added a provision to the state’s corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United States, that…
Governor Seeks $7.9 Million To Implement Venture Capital Company Reporting Law That He Branded As "Problematic"
Article 14, Section 12 of the California Constitution requires the Governor to submit a budget to the Legislature by January 10 of each year. The Constitution further required that the budget be accompanied by a budget bill, which the chairperson…
When Must A Proxy Include The "General Nature Of The Matter To Be Voted On"?
The California Nonprofit Corporation Law defines a “proxy” as a “written authorization signed by a member or the member’s attorney in fact giving another person or persons power to vote on behalf of such member”. Cal. Corp. Code § 5069. …
OAL Rejects DFPI Proposed Regulations
In March 2023, the California Department of Financial Protection & Innovation proposed to adopt numerous regulations to “implement, interpret, and make specific registration requirements for covered persons under the California Consumer Financial Protection Law; requirements for exemption from registration for…