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Whom Do You Serve (Part 2)?

The point of last Friday's post is that Section 1502 of the California Corporations Code does not apply to foreign limited liability companies.  That statute requires a "corporation", as defined in Section 162, to file a statement with the Secretary...

Limited Liability Company

Memo To The Legislature: The Beverly-Killea Act Hasn't Been Law Since 2014

California's first limited liability company act was known as the Beverly-Killea Limited Liability Company Act, former Corporations Code Section 17000 et seq.  In 2012, the legislature replaced it with the ill conceived California Revised Uniform...

Limited Liability Company

Courts Order Divorces, What About Dissociations?

California's Revised Uniform Limited Liability Company Act provides that a limited liability company member may dissociate either "rightfully or wrongfully".  Cal. Corp. Code § 17706.01(a).  A dissociation is wrongful when, among other...

Limited Liability Company

Is It Time To Change The Name of LLCs?

Professor Joshua Fershee has been fighting the good fight on limited liability company nomenclature, but I fear that he is losing.  For example, the following appeared in a recent U.S. Magistrate's ruling denying a plaintiff's application to serve a...

Limited Liability Company

Alter Ego And The California LLC

Yesterday's post concerned a recent federal district court decision applying the corporate alter ego doctrine to a Nevada limited liability company. Bustos v. Dennis, 2018 U.S. Dist.  LEXIS 45764.  An update to this post noted that although Judge...

Limited Liability Company

When An LLC Interest Is A Security

Yesterday's post concerned U.S. District Court Judge Cynthia Ann Bashant's recent ruling that a plaintiff had failed to plead adequately the existence of a security.  D.R. Mason Constr. Co. v. GBOD, LLC, 2018 U.S. Dist. LEXIS 41236.  Professor...

Limited Liability Company

A Five Percent Interest Is Not Necessarily Stock

As Professor Joshua Fershee has often noted, many judges fail to distinguish between corporations and limited liability companies.  See, e.g., LLCs Are Not Corporations. Be Vigilant. Respect the Entity.  Therefore, it is nice to see that some judges...

Limited Liability Company

Court Presumes LLC Statute Applies Retroactively But Declines To Apply Statute Retroactively

Marlene Dietrich reportedly said "When you're dead, you're dead, thats it."  At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. 

"He is not yet dead, put him back in...

Limited Liability Company

This Professor Asks Why Does CARULLCA Cabin The Duty Of Loyalty?

Professor Douglas K. Moll points out a small, but significant, difference between the duty of loyalty owed by a partner under California's Uniform Partnership Act of 1994 and the duty of loyalty owed by a member or manager under California's Revised...

Limited Liability Company

Court Rules LLC Members May Be "Fiduciaries In Fact"

U.S. District Court Judge Tena Campbell's ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say.  The case involved claims by the liquidating trustee for a failed real...

Limited Liability Companies, llc, Tena Campbell, CAREIC, fiduciary in fact, Limited Liability Company, Strong v. Cochran

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