The CSC® Library of Publications brings you California Laws Governing Business Entities, 2009 Edition. This book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.
California Laws Governing Business Entities leverage your most powerful tool--you.
The only fully annotated collection of California Statutes available now allows you to... - Easily access the most important business entity laws You'll find all the California statutes, regulations, forms, and opinions that you need.
- Instantly pinpoint statutory changes Use the Table of Sections Affected to find changes quickly. Blackline Amendments Notes after each amended section show additions and deletions.
- Identify new case annotations The Table of New Annotations and change bars highlight the most recently added material and let you quickly identify key cases.
- Gain insight Legislative Analyses prepared by California business law expert Allan Duboff, partner at Loeb & Loeb LLP in Los Angeles.
- Find information quickly Save time searching with the expanded Index.
- Forms library Editable PDF forms located on the companion CD-ROM.
Content - General Corporations Law
- Partnerships
- Limited Liability Companies
- Nonprofit Corporation Law
- Securities Law
- Corporate Taxation
- Secured Transactions of the Investment Securities Provisions of the UCC
- Corporate Taxation
- Jurisdiction and Service of Process
- And More!
In this edition: - The 2009 Edition reflects legislative changes through the end of the 2008 regular session, including changes to the requirements for furnishing annual reports to shareholders and a new section prohibiting the use of senior-specific designation by a broker-dealer or investment advisor.
- Over 200 new case annotations from Court of Appeals and Supreme Court decisions, as well as from federal court decisions construing California law.
- Full text of recent, significant California opinions, including the Northwest Energetic Services decision concerning the validity of extraterritorial taxation of a foreign LLC and the Grosset decision applying the continuous ownership requirement in a derivative action.
To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc
Pub Number: 25410
VOLUME ONE
Acknowledgments
Table Of Sections Affected By 2006 Legislation
Table of New Annotations
Analysis Of 2006 Legislative Changes To
California Laws Governing Business Entities
California Cases Summary
Corporations Code
General Provisions
§ 1 to § 21
Title 1. Corporations
Division 1. General Corporation Law
§ 100 to § 4999
Division 2. Nonprofit Corporation Law
§ 5000 to § 10847
Division 3. Corporations For Specific Purposes
Part 2. Consumer Cooperative Corporations
§ 12200 to § 12956
Part 4. Professional Corporations
§ 13400 to § 13410
Title 2. Partnerships
Chapter 1. Uniform Partnership Act [Repealed]
Chapter 2. Uniform Limited Partnership Act
§ 15501 to § 15602
Chapter 3. California Revised Limited Partnership Act
§ 15611 to § 15722
Chapter 4. Process Agents For Certain Foreign Corporations
§ 15800
Chapter 5. Uniform Partnership Act Of 1994
§ 16100 to § 16962
Title 2.5. Limited Liability Companies
Chapter 1. General Provisions
§ 17000 to § 17005
Chapter 2. Formation
§ 17050 to § 17062
Chapter 3. Members
§ 17100 to § 17107
Chapter 4. Management
§ 17150 to § 17158
Chapter 5. Finance
§ 17200 to § 17202
Chapter 6. Distributions And Withdrawals
§ 17250 to § 17255
Chapter 7. Interest In Limited Liability Company: Assignment Of Interests
§ 17300 to § 17304
Chapter 8. Dissolution
§ 17350 to § 17375
Chapter 9. Professional Limited Liability Companies:
Reserved
[Repealed]
Chapter 10. Foreign Limited Liability Companies
§ 17450 to § 17457
Chapter 11. Class Actions And Derivative Actions
§ 17500 to § 17501
Chapter 11.5. Conversion
§ 17540.1 to § 17540.9
Chapter 12. Merger
§ 17550 to § 17556
Chapter 13. Dissenting Members' Rights
§ 17600 to § 17613
Chapter 14. Miscellaneous Provisions
§ 17650 to § 17656
Chapter 15. Fee Provisions [Repealed]
§ 17700 to § 17705
Title 3. Unincorporated Associations
Part 4. Real Estate Investment Trusts
§ 23000 to § 23006
Index
VOLUME TWO
Table Of Sections Affected By 2006 Legislation
Table of New Annotations
Corporations Code
Title 4. Securities
Division 1. Corporate Securities Law Of 1968
Part 1. Definitions
§ 25000 to § 25023
Part 2. Qualification Of And Filing Requirements For The Sale Of Securities
§ 25100 to § 25180
Part 4. Advertising Securities
§ 25300 to § 25356
Part 5. Fraudulent And Prohibited Practices
§ 25400 to § 25404
Part 6. Enforcement
§ 25500 to § 25550
Part 7. Administration
§ 25600 to § 25620
Part 8. General Provisions
§ 25700 to § 25713
Selected Material From The California Code Of Regulations
Title 10. Investments
Chapter 3. Commissioner Of Corporations
Subchapter 1. General Provisions
Subchapter 2. Corporate Securities
Uniform Commercial Code
Division 1. General Provisions
Chapter 1. Short Title, Construction, Application and Subject Matter of the Code
§ 1101 to § 1109
Chapter 2. General Definitions and Principles of Interpretation
§ 1201 to § 1210
Chapter 3. Territorial Applicability and General Rules
§ 1301 to § 1310
Division 8. Investment Securities
Chapter 1. Short Title and General Matters
§ 8101 to § 8116
Chapter 2. Issue and Issuer
§ 8201 to § 8210
Chapter 3. Transfer of Certificated and Uncertificated Securities
§ 8301 to § 8321
Chapter 4. Registration
§ 8401 to § 8408
Chapter 5. Security Entitlements
§ 8501 to § 8511
Chapter 6. Transition Provisions
§ 8601 to § 8603
Division 9. Secured Transactions
Chapter 1. General Provisions
§ 9101 to § 9116
Chapter 2. Effectiveness of Security Agreement: Attachment of Security Interest:
Rights of Parties to Security Agreement
§ 9201 to § 9342
Chapter 3. Perfection and Priority
§ 9301 to § 9342
Chapter 4. Rights of Third Parties
§ 9401 to § 9409
Chapter 5. Filing
§ 9501 to § 9528
Chapter 6. Default
§ 9601 to § 9629
Chapter 7. Transition
§ 9701 to § 9709
California Constitution
Article I, Declaration Of Rights
§ 19 and § 20
Article VI, Judicial
§ 10
Article XIII, Taxation
§ 1 and § 27
Article XV, Usury
§ 1
Article XX, Miscellaneous Subjects
§ 4 and § 5
Business And Professions Code
Division 3. Professions And Vocations Generally
§ 6002, § 6003, § 6125 to § 6127.5, § 6160 to § 6172
Division 6. Business Rights
§ 14411 to § 14418
Division 7. General Business Regulations
§ 17900 to § 17930
Civil Code
Division 2. Property
§ 1185, § 1189, § 1190
Division 3. Obligations
§ 1628
Code Of Civil Procedure
Preliminary Provisions
§ 4 and § 11
Part 2. Civil Actions
§ 359 to § 1030
Part 3. Special Proceedings Of A Civil Nature
§ 1280 to § 1710.45
Evidence Code
Division 5. Burden Of Proof; Burden Of Producing Evidence;
Presumptions And Inferences
§ 622
Government Code
Title 2. Government Of The State Of California
§ 12182 to § 12197
Title 3. Government Of Counties
§ 26820 to § 27364
Revenue And Taxation Code
Division 2. Other Taxes
§ 17935 to § 25116
Appendix A: Cases (Full text of the following cases; full text of cases can also be found on (CD-ROM)
Bustamante v. Intuit, Inc, 141 Cal. App. 4th 199; 45 Cal. Rptr. 3d 692; 2006 Cal. App. LEXIS 1063; 2006 Cal. Daily Op. Service 6227; 2006 Daily Journal DAR 9012
Kelton v. Stravinski, 138 Cal. App. 4th 941; 41 Cal. Rptr. 3d 877; 2006 Cal. App. LEXIS 553
Strategix, Ltd. V. Infocrossing West, In. 142 Cal. App. 4th 1068; 48 Cal. Rptr. 3d 614; 2006 Cal. App. LEXIS 1363; 25 I.E.R. Cas. (BNA) 151; 2006 Daily Op. Service 8520; 2006 Daily Journal DAR 12186
Appendix B: Forms Table
Index
Allan B. Duboff
Allan B. Duboff is a partner in the Los Angeles office of Loeb & Loeb LLP. Mr. Duboff was a member of the California State Bar drafting committee for the Beverly-Killea Limited Liability Company Act, served as the editor of the State Bar's Guide to Organizing and Operating a Limited Liability Company in California and has written extensively on matters relating to forms of entities and their operation. Mr. Duboff is the Treasurer of the Business Law Section Executive Committee of the California State Bar, is a liaison to the Partnerships and Limited Liability Company Committee of the Business Law Section and has served as Chair of the Business and Corporations Law Section of the Los Angeles County Bar Association.
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