California Corporate & Securities Law

Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs. The challenge then becomes how to resurrect...

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...

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 his...

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

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...

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 across...

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 in Hotels Nevada, LLC v. Bridge...

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...

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...