Court Holds State Owned LLCs Are Not "Political Subdivisions"

The California State Teachers’ Retirement System ("CalSTRS"), formed  two Delaware limited liability companies for the purpose of purchasing and holding title to two investment properties in Alameda County, California.   CalSTRS was the sole member...

Ninth Circuit Declines To Aggregate Loans For Usury Exemption

California limits the amount of interest that may be charged on loans and forbearances.  While that is the general rule, there are numerous statutory exemptions.  One of those exemptions can be found in California Corporations Code § 25118(b) which...

Outside Reverse Veil Piercing And LLCs

"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,...

How Many Offices Must A California LLC Have?

The California Revised Uniform Limited Liability Company Act contemplates requires that a California LLC have at least two types of offices - a principal office and a designated office. 

This Amendment To An LLC's Articles Of Organization Is Strictly Verboten!

The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal office.   Cal. Corp....

What Can Be Done If You Believe That You Were Improperly Appointed An Officer Or Director

On occasion, someone might perceive that they have been improperly  appointed as a director or officer of a corporation.  If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the appointment?  

Does A Board Have A Fiduciary Duty To Eliminate Delaware Franchise Taxes By Reincorporating In Nevada?

I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to  Nevada.   The first reason given for the move in TripAdvisor's proxy statement is saving money:

Can Your Corporation's Or LLC's Name Be An Emoji?

The word "emoji" is the romanization of two Japanese words (絵 and 文字) that together mean picture character.   Emojis essentially marry an ancient form of writing, pictography, to a modern technology, smart phones.  

Thomas Wolfe On The Profit Motive

I have a particular fondness for Thomas Wolfe because like him I lived in Asheville, North Carolina and later attended Harvard.  In his masterwork, Look Homeward Angel, Wolfe writes about the fictional town of Altamont which is...

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