California Corporate & Securities Law

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

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...

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...

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...

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...

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...

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.

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?

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...