California Corporate & Securities Law

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...

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...

U.S. District Court Judge Tena Campbell's ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say. The case involved claims by the liquidating trustee for a failed real...

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted these acts did not mention LLCs. Congress has since...

UCLA Professor Stephen Bainbridge has published several posts commenting on my post discussing Curci Invs. v. Baldwin, 2017 Cal. App. LEXIS 698.  The issue in Curci was whether reverse veil piercing of a limited liability company is possible in light...