California Corporate & Securities Law

"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets.  In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside reverse veil piercing,...

The California Corporations Code includes provides for the formation of corporations as well as limited liability companies. However, it does not provide for the formation of limited liability corporations. Oddly, however, the California legislature...

California's Limited Liability Company Act provides that when an LLC is a manager-managed limited liability company, as defined in Corp. Code § 17701.03(o), every manager is an agent of the LLC for purposes of its business or affairs. Cal. Corp....

The California Revised Uniform Limited Liability Company Act provides procedures for both voluntary and judicial dissolution. When a member or members of a California limited liability company files an action for its judicial dissolution, the other...

At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies:

In 1869, Wyoming became the first state to extend voting rights to women. In 1977, Wyoming became the first state to enact a law allowing for the formation of a business entity known as a "limited liability company". Now, one academic is predicting...

In a recent ruling, U.S. District Court Judge Dale A. Drozd applied California law to the determination of which law to apply to an alter ego claim:

Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code. That statutes provides that “[n]o action shall be instituted or maintained in right of any...

I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676.  However, the first two sentences of the ruling left me baffled: