California Corporate & Securities Law

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...

The California Revised Uniform Limited Liability Company Act (RULLCA) provides that when a member who is an individual dies, the member dissociates from the limited liability company. Cal. Corp. Code § 17706.02(f). Dissociation results in the...

Laura Graham was injured when she tripped over a sprinkler box located on property owned by a single member limited liability company.  She sued the LLC and asserted that its member was the alter ego of the LLC and the case was appealed to the Nevada...

The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law. In fact, the Corporations Code includes separate law...

In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies:

The California Revised Uniform Limited Liability Company Act deals separately with the dissolution and cancellation of a California limited liability company and the cancellation of registration of a foreign limited liability company. Yet, the...

Section 17707.08(c) of the California Corporations Code provides:

To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when that person dies. Cal....