LLC Agreements And The Statute Of Frauds

Professor Stephen Bainbridge recently wrote on whether operating agreements of limited liability companies are subject to the Statute of Frauds.  He notes "In a majority of states, the operating agreement may be written or oral, although some states...

LLC Member Missing In Regulatory Filings May Be A Member Nonetheless

Adam Beeman claimed to be a member in Legacy Insurance Solutions, LLC, a California limited liability company.  In support of his claim to membership, he submitted two operating agreements identifying himself as a member.  The defendants disputed...

California Declares LLC Interests To Be And Not To Be Securities

Unlike the Securities Act of 1933, California's Corporate Securities Law of 1968 includes interests in limited liability companies in the list of securities:

A Most Curious Decision

I find Judge Cynthia Bashant's recent ruling in Platypus Wear, Inc. v. Bad Boy Europe, Ltd., U.S. Dist. Case No. 16-cv-02751-BAS-BSM (Jan. 23, 2020), to be curious in in several respects.  Judge Bashant ruling was on the plaintiff's motion for...

LLCs And Corporations - Another Judicial Mash-UP

Dean Joshua Fershee at Creighton University School of Law has had a habit of pointing out judicial confusion of limited liability companies and corporations.  See LLCs Still Not Corporations, Even In Class Action Settlements.  Recently, I came...

Yes, Virginia, There Is A Limited-Liability Corporation (At Least In Case Law And Statute)

Twenty years ago, limited liability companies were a novelty.  Today, they are common, but courts often conflate LLCs with corporations by referring to "limited liability corporations".  For example, the Court of Appeal iHotels Nevada, LLC v....

Franchise Tax Board Loses LLC Class Certification Battle

When the legislature enacted the former Beverly-Killea Limited Liability Company Act in 1994 it included a levy on LLCs equal to specified dollar amounts based on the total income from all sources reportable to this state for the taxable year.  In...

The Memberless LLC And Diversity

When faced with someone who is blowing things out of proportion, one response might be "Don't make a federal case out of this!"  Sometimes, it may not even be possible to make a federal case.  The reason is that federal courts are courts of limited...

Court: Operating Agreement Did Not Grant Terminated Employees Lifetime Jobs

An employment agreement is one thing and an operating agreement quite another.  In ITV Gurney Holding Inc. v. Gurney, Cal. Ct. Appeal Case No. B281694, the board of a limited liability company fired two employees who were also managers.  The two...

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