California Corporate & Securities Law

California's Revised Uniform Limited Liability Company Act endows limited liability companies with a certain level immortality.  Corporations Code Section 17707.06(a) provides:

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...

In an opinion issued last week, U.S. District Court Edward M. Chen ruled that Ohio law applied to an alter ego claim against the members of an Ohio limited liability company.  Greenlight Sys., LLC v. Breckenfelder, 2021 U.S. Dist. LEXIS 120288. He...

Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies.  The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the validity, construction,...

On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements.  Kanno v. Marwit Capital, No. G052348, 2017 Cal. App. LEXIS...

In an August 17, 2017 opinion piece published in The Wall Street Journal, Jon L. Pritchett and Ed Tiryakian had the following message for shareholders:

I have never been reconciled to the Delaware Supreme Court's pronouncement in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that "the fiduciary duties of officers are the same as those of directors". Officers are, as I've previously noted,...

A New York state of mind, but California dreaming