California Corporate & Securities Law

Derivative actions can be somewhat confusing. Although the entity is essentially the plaintiff, it is named as a defendant. Initially, one might question why must the corporation be named as a party? I can think of at least two reasons. First, the...

In general, the debts, obligations, or other liabilities of a California limited liability company do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting...

Practitioners under California's Revised Uniform Limited Liability Company Act will be familiar with the concept of an "operating agreement" (Cal. Corp. Code § 17701.02(s)). Indeed, I expect that nearly every LLC formed under the CARULLCA has, or...

California's version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability:

Justice Kenneth R. Yegan clearly and concisely frames the question in Western Surety Co. v. La Cumbre Office Partners, LLC, 2017 Cal. App. LEXIS 77 (2017):

The State of California imposes its franchise tax on every corporation (other than a bank, financial corporation or exempt corporation) that is "doing business" in California. Cal. Rev. & Tax Code § 23151. This tax is imposed without regard to...