News & Analysis as of

Uniform Commercial Code (UCC) Corporate Governance

Allen Matkins

The UCC, Passover And Another Public Company Plans Delaware Exit

Allen Matkins on

In recognition of the beginning of Passover at sunset tomorrow, today's post reprises this post from 2015...more

Allen Matkins

Knowledge Of Restrictions Dooms Stock Transfers

Allen Matkins on

Two California statutes require that restrictions on transfer be included on share certificates.  Section 8204 of the Commercial Code  provides that "[a] restriction on transfer of a security . . . is ineffective against a...more

Freeman Law

Texas Series LLCs & Recent Changes to The Texas Business Organizations Code

Freeman Law on

Texas Series LLCs & Recent Changes to The Texas Business Organizations Code - The 2021 Texas Legislature made significant changes to statutory provisions governing Series Limited Liability Companies. Largely, they make Texas...more

Allen Matkins

Incorporation May Require A Bulk Sale Notice

Allen Matkins on

California's Bulk Sales Law dates to 1990 when the legislature adopted a new Division 6 to the Commercial Code.  Cal. Stats. 1990, ch. 1191.  The current law is a farrago of prior law and the then uniform act recommended by...more

Allen Matkins

Secretary Of State: "Lien On Me"

Allen Matkins on

The California Secretary of State's office recently announced the activation of a new Uniform Commercial Code Online web portal.  The new portal allows users to "conduct free searches, access free copies, file notices of lien...more

Allen Matkins

LLC Interests - Securities Or Not?

Allen Matkins on

Unlike the Securities Act of 1933, California's Corporate Securities Law of 1968 includes interests in limited liability companies in the list of securities...more

Allen Matkins

This California Securities Law Allows California Issuers To Choose The Law Of Another Jurisdiction

Allen Matkins on

One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law. These California issuers, however, are free...more

Dorsey & Whitney LLP

2019 Delaware Entity Statutory Amendments

Dorsey & Whitney LLP on

This year’s amendments to the Delaware entity statutes became effective on August 1, 2019.  These included amendments to the Delaware Limited Liability Company Act (the "LLC Act"), the Delaware Revised Uniform Limited...more

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