California Corporate & Securities Law

I recently came across and was baffled by the following decision:

Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's interest as a...

Last week, I took note of the Second District Court of Appeal's decision that allows for the possibility outside veil piercing, Blizzard Energy, Inc. v. Bernd Schaefers,  2021 Cal. App LEXIS 968. Readers may recall that the case involved the...

Reverse veil piercing involves subjecting an entity to the liabilities of its owner.  See Inside and Outside Veil Piercing.   As Professor Bainbridge has noted, there are two types of reverse veil piercing:

Does a member of a limited liability company owe a fiduciary duty to the company and the other members? Section 17704.09(a) of the California Corporations Code states that a member owes a duty of loyalty and a duty of care. Thus, the answer would...

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a limited liability company into various other types of entities, including a corporation. Cal. Corp. Code § 17710.02. Following conversion, the succeeding...

"Let every eye negotiate for itselfAnd Trust no Agent;"

In a move that may not please Postmaster General Megan G. Brennan, California Assembly Member James Gallagher has introduced a bill that would effectively require every limited liability company and every foreign limited liability company registered...

California Corporations Code Section 17702.07(c) provides that an individual who signs a record authorized or required to be filed under the California Revised Uniform Limited Liability Company Act "affirms under penalty of perjury that the...