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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

Court Applies Corporate Alter Ego Law To Nevada LLC

Corporations and limited liability companies share a key feature - insulation of owners from the liabilities of the entity.  In the 19th century, courts began to fashion a significant exception to this principle for corporations.  The exception...

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

California Statute May Be An Issue In Dispute Between President Trump And  Adult Film Actress

Not too long ago, I wrote about the lawsuit filed in California challenging a confidentiality agreement allegedly entered into by President Donald Trump.  Clifford v. Trump, L.A. Super. Ct. Case No. BC 696568 (filed Mar. 6, 2018).  In that post, I...

contract

California Proposes To Base Tax Rate On Compensation Ratio

The California legislature may soon be considering a bill that would revise the tax rates for publicly held corporations based on their compensation ratios.  As introduced by Senator Nancy Skinner, SB 1398 would establish the following rates...

California Sui Generis

Was This A Case Of A Partnership That Never Was Or A Superseded Partnership?

Three men got together to buy and operate a restaurant.  They formed a corporation, issued shares and made a "Subchapter S" election.  Later, disagreements arose and one of the three sued the other two.  Each side struggled to explain what...

Partnerships

Cyan And The California Company

On March 20, 2018, the United States Supreme Court issued its decision in Cyan, Inc. v. Beaver County Employees Retirement Fund, reaffirming that a class action alleging only violations of the federal Securities Act of 1933 could be brought in...

Securities Act of 1933

Will U.S. Supreme Court Decision In Life Insurance Case Affect California's Limited Liability Company Law?

Yesterday, the U.S. Supreme Court heard oral arguments in Sveen v. Melin (Case No. No. 16-1432).  The case involved a dispute over life insurance proceeds between a decedent's former spouse and his children by a former relationship.  After marriage,...

revised uniform limited liability

Court Of Appeal Upholds Dismissal Of Purely Foreign Dispute

Seven years ago, I wrote about California's "million dollar contract" statute - CCP § 410.40.  That statute permits any person to maintain an action against a foreign corporation or nonresident person when the action arises out of, or relates to,...

foreign corporation

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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