The Uncertainty Of Officer Appointments In California LLCs

The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers:

Nevada Supreme Court Finds Want Of Personal Jurisdiction Over LLC Members

In a recent post, I questioned why personal jurisdiction was unquestioned.  See Questioning Delaware's Control Over Controlling Stockholders.  Personal jurisdiction is, of course, unquestionably fundamental, as evidenced by the Nevada Supreme Court's...

Alter Ego, LLCs And Choice Of Law

In deciding whether to impose alter ego liability with respect to a limited liability company, a federal court has several possible choices. It could apply the law of the state of formation of the LLC, it could apply the forum state's law, or it...

Diversity May Be Hard To Find When It Comes To LLCs

Professor Eugene Volokh recently highlighted a decision by U.S. District Judge Brian Cogan taking a plaintiff to task for inadequately pleading diversity jurisdiction when the defendant is a limited liability company. According to Judge Cogan an...

In This Case, Termination Of Membership Without Compensation Is Not An Improper Forfeiture

The word "forfeiture" has an interesting etymology.  It is derived from two Latin words, foris meaning a door or gate, and facere meaningto do. Eventually, the word came to refer to a misdeed punishable by a fine. Today, it used to refer the loss of...

Court Finds Usurpation Of LLC Opportunity To Be Derivative

My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024). The case relates to the plaintiff's "decade-long litigation campaign against his former...

California Court Opines On Fiduciary Duties Of LLC Members And Covenants Not To Compete

Yesterday, the Fourth District Court of Appeal issued a noteworthy opinion addressing at least two significant questions.  Samuelian v. Life Generations Healthcare, LLC, 2024 WL 3878448.

Is Member Ratification Effective Or "Like Takin' Sick When Nobody Knows The Cure"?

When faced with an unauthorized or defective action, I expect that many practitioners will seek fix the problem by obtaining a ratification of the action.  But will a ratification cure the problem?

There Are Four Answers To The Question "Is A Limited Liability Company Interest A Security Under California Law?"

The federal securities laws predate by decades the advent of limited liability companies and the statutory definitions of a "security" under those laws has not been updated to address membership interests in LLCs. California in contrast amended the...

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